The Clockwork Pony
by Blackbird
Summary: After being introduced to the concepts of "robots" from the Other Twilight, Princess Twilight decides to try to build one of her own. What could possibly go wrong!
1. Weird Science

My Little Pony: Friendship is Magic is owned by Hasbro, The Hub and of course Lauren Faust who seems to have gone out of her way to make a show about pastel colored ponies with names like "Twilight Sparkle" completely awesome. This story is just for fun and no profit shall be made so please above mentioned people don't sue me. You're not gonna get much. Any OCs that pop up in this fic belong to me and can be used with permission. Please don't steal from me. Now with that out of the way, on with the show.

 **The Clockwork Pony**

 **Chapter 1: Weird Science**

Spike paced nervously in front of the castle. He only calmed down when he heard the thundering sound of hooves and his name being called out.

"Spike!" Applejack exclaimed.

The young dragon let out a relieved sigh as the five mares came to stop in front of him.

"Thank goodness you're here!" he remarked.

"Of course Spike dear," Rarity told him but then gave him a curious look. "But whatever is the matter?"

"It's Twilight!" he said quickly.

"What about Twilight?" Rainbow Dash asked in concern.

"She's been locked up in her lab for days!" he informed them.

The five let out a collective sigh and relaxed their stances.

"Uh, no offense Spike, but that ain't exactly unusual for Twilight," Applejack pointed out.

" _Without_ stopping for a book break," Spike emphasized.

This time it was a collective gasp of horror they all let out.

"Take us there, _now_!" Rainbow demanded, shoving her face right in front of Spike's.

Spike nodded nervously then led them through the castle to the basement where Twilight had set up a lab a few months back. It was where she did her most important research. And as Applejack pointed out, it wasn't unusual for her to get so lost in her work that she would forget about trivial things like eating or sleeping. And yet she _never_ forgot to come out and take a few minutes to catch up with the latest book she was reading. Something _had_ to be wrong with her!

When they reached the door for the lab, Spike reached up and jiggled the handle a bit but nothing happened.

"See? Locked. I've tried knocking and even shouting for her but _nothing_!" he informed his friends.

"Oh I got this," Rainbow Dash said with an evil smirk.

"Rainbow what are you-?" Applejack started to ask.

Her question was cut short by a loud scream from the blue Pegasus as she flew towards the door at full speed. The lock quickly buckled under the sudden force and the door flew open, sending Dash hurtling inside. Naturally she was able to correct herself quickly enough that she landed on all four hooves. Maybe not as gracefully as she would have liked but she still stayed upright. Though for once she wasn't concerned with self-congratulating herself as she had someone _much_ more important to worry about that moment!

"Twilight!" she called out anxiously.

She then paused when she saw her Special Somepony at the far end of the room working...on some kind of contraption. It kind of looked like a mare but made of copper plating and brass gears. Rainbow tilted her head in confusion as the others walked up behind.

"What in tarnation is she doing?" Applejack wondered allowed as she scratched her forehead under her hat.

"It looks like she's making a...pony," Fluttershy said timidly.

"Well _that's_ not how you're supposed to do it!" Pinkie Pie blurted out in her usual tactless manner.

The other four and Spike stared at her for a moment before deciding it was better just to leave the subject alone for now. Instead they went back to watching Twilight work on her mechanical pony as if they _hadn't_ just barged in through the door. They watched as she worked meticulously on it, adding more wires and gears and bolts every so often. She carefully studied its form from every angle, including ones where she rightfully _should_ have seen them but still gave them no acknowledgment. Even with Pinkie's frantic gesturing towards her.

"Wow she really _is_ out of it," the pink pony remarked.

"And _how_ long has she been in here?" Applejack asked Spike.

"About three and a half days," the dragon answered.

"Well...I'll give her points for being dedicated," Rarity remarked.

Applejack glared at her.

"What?" the white unicorn scoffed. "Don't you even _dare_ to try and get self-righteous with me! There have been _plenty_ of times when I've had to pull you away from your apple bucking just so you'll eat something."

"Fine, fair enough," the earth pony relented. "But that just means that _somepony_ has got to go over there and talk to _her_!"

"Oh I agree," Rarity nodded.

"Yes, somepony should _definitely_ go talk to her," Fluttershy added.

"Yep! They sure should!" Pinkie said in her usually cheery tone.

"Uh huh," Spike nodded.

"Yeah. Somepony's gotta talk to her alright," Rainbow Dash agreed with the rest of them.

It was then she noticed they were _all_ looking at _her_.

"What?" she asked cluelessly before it quickly dawned on her. "Wait, why do _I_ have to do it?!"

"Hey you're datin' her," Applejack pointed out. "Thems the rules! Like when I gotta corral Rarity when _she_ goes round the bend."

The statement earned her not only a glare from the fashionista but also a quick kick in the back leg as well.

"Ow!" the cowpony cried out as Rarity walked past her.

"I think what Applejack's trying to say, darling, is that Twilight might be more receptive to somepony she cares about," she explained.

Rainbow Dash ran her front hooves down her face as she let out an annoyed groan.

"Alright, _fine_!" she sighed then started to walk over to Twilight. "Why do _I_ have to have the high maintenance marefriend?

Applejack opened her mouth for a second like she was about to say something but then glanced at Rarity and decided it was best just to be quiet for now. Instead she, along with the others, watched as Rainbow Dash carefully walked up to Twilight who still didn't seem to notice her.

"Hey Twilight, uh, sweetie? Whatcha doing?" she asked sweetly.

The alicorn didn't respond and instead kept looking over her contraption much to Dash's annoyance.

"Uh Twilight," she tried again, a bit more forceful this time.

Still nothing.

Her brow furrowed. "Twilight."

Nothing.

She scowled with a low growl.

"TWILIGHT!" she bellowed at the top of her lungs, causing the others to cover their ears.

"Oh! Hey Rainbow!" Twilight greeted happily and gave her a quick kiss. "When did you get here?"

"Uh, like, five minutes ago. With everypony else," she replied and motioned to their friends.

"Oh hi everypony," she said cheerfully before she blushed a bit and looked back at Rainbow. "Wait does that mean they just saw...?"

"They know about us Twilight," Rainbow Dash replied with a deadpan expression.

"I know, I know but I'm still kinda embarrassed by stuff like that," she admitted.

"Uh huh," the Pegasus nodded before she flew over to the device. "So what the heck are you building here anyway?"

"And why has it kept ya so busy Spike had to run ta us like his tail was on fire?" Applejack asked as she and the others stepped closer.

Twilight tilted her head at the remark then gave Spike an annoyed look.

"Spike what did you tell them? I haven't been in here _that_ long!" she scolded him.

"It's been three days Twilight," Spike countered with an annoyed look of his own and arms folded over his chest.

"Really?" she asked back in genuine surprise. "Wow I guess time just flies when you're _really_ invested in a project."

"And again, darling, what exactly _is_ this project?" Rarity asked and cast a weary glance at the copper and brass pony.

"Oh this?" Twilight mused as she looked over at her creation. "Well you see the last time I was in the other world the other Twilight and I started talking about the similarities and differences between the literature in our respective worlds."

"Of course you did," Rainbow Dash said with a roll of her eyes and an amused smirk.

Twilight merely stuck her tongue out at her for a second before she continued with her explanation. "One of the genres she mentioned is something they call 'science fiction'. Which we actually have something similar here but we call it 'science fantasy'. I'm guessing that's because _we_ have magic here and _they_ don't. But really actually getting to know the _real_ reason would be interesting."

"Uh Twilight? Maybe just keep the story goin'?" Applejack suggested to hopefully head off a tangent from the purple alicorn.

"Oh right!" Twilight said with a small chuckle. "Anyway, one of the recurring themes in these science fiction stories is the idea of 'robots' and 'A.I'."

"Oooooh! 'A.I'," Pinkie replied an impressed tone then stared blankly for a second. "What does the 'I' stand for?"

"Intelligence," Twilight explained.

"Oh. What does the 'A' stand for?"

"Artificial."

"Aaaah. I gotcha," the pink pony nodded. "What does the 'I' stand for again?"

"And what the hay's a 'robot'?" Applejack added.

"It's an artificial life form created with metal and wires as well as things they call computer chips and circuit boards."

"Whatis chips and whooie boards?" Rainbow asked and scratched her head in confusion.

"It's...kinda hard to explain actually," Twilight said with a sheepish grin. "It's part of the technology they have over there that's _way_ different than what we have over here. But still the idea was intriguing enough to me that I wanted to see if I _could_ make a robot over here with what we have."

"What are you going to do with it if you _can_ get it to work?" Fluttershy asked.

"I dunno. I'm still on the 'see if I can do it' stage," she answered as she idly levitated a few more nuts and bolts into place.

"So what usually happens in the stories with these...robots?" Rainbow asked.

"Well they seem to follow two distinct variations," Twilight began while she continued to work. "Either the robot learns to become more human, or in this case pony, and become a loving friend to whoever made it or it goes crazy and tries to destroy the world."

The others all took a giant step back after that statement. All except Rainbow who was too busy glaring daggers at her marefriend.

"So wait, you mean to tell me you _know_ this thing could go crazy and try to kill us and you're _still_ building it?!" she asked incredulously, stamping a hoof on the floor for emphasis.

"Oh come on Rainbow, how many times has a spell or invention of mine gone wrong?" Twilight asked with a dismissive wave of a hoof.

When she didn't immediately receive an answer she turned around to find the blue Pegasus giving her a deadpan look. One shared by all their other friends as well. Except for Fluttershy who was down right _glaring_ at her.

"Um...on second thought, don't answer that," she said with a nervous laugh.

"Just tell me you've got a plan in mind in case this goes wrong," Rainbow insisted as she sat on her haunches and crossed her forehooves over her chest.

"Since when did _you_ become the cautious one?" Twilight asked with a raised eyebrow.

"Since apparently I have to keep my marefriend from building a metal pony that could go crazy and try to take over the world!" she countered.

"To be fair, I think we're _all_ worried about that," Fluttershy added quietly.

The others gave their nods and words of agreement. Much to Twilight's annoyance.

"Look it's not even _my_ spell I'm using!" she pointed out as she floated an ancient looking book in front of her. "It's one of Starswirl the Bearded spells!"

"Would that be the same Starswirl who made a spell that switched our Cutie Marks around and thus caused havoc on the town?" Rarity asked.

"Well to be fair she was just finishing up that spell," Spike pointed out. " _And_ she completed it by getting everypony back to normal!"

"Still not much of a confidence builder," Applejack retorted.

"This spell is completely different from that!" Twilight insisted. "For one it's finished _and_ tested! It's call the 'Awoken' spell and it's used to give nonsentient animals the ability to speak!" She looked over at Fluttershy. "Haven't you always wanted to know just what Angel was thinking? Well will with this spell you could just ask him!"

"Um, Twilight, you know I can just talk to animals already, right?" the yellow Pegasus pointed out.

"Argh! Fine! But you know what I mean!" she said with an exasperated sigh.

"So what has that spell got to do with that contraption?" Applejack asked, pointing to the metal pony again.

"Well since we _don't_ have computer chips and circuit boards here, I'm going to use this spell to try to bring her to life," Twilight explained.

"'Her'?" Rainbow Dash asked with a raised eyebrow.

"Yes, 'her'. In case you hadn't noticed, the body _is_ designed like a mare's after all," she pointed out.

"So aside from the spell, how is it going to work?" Rarity asked. "From the way you described it, it only gives animals the ability to talk. Not bring pieces of metal to life."

"I'm glad you asked!" Twilight beamed then trotted over to a nearby worktable where she placed a hoof on a large object covered with a sheet. "I'm going to use...this!"

With a quick swipe of her hoof the cover flew off to reveal a cylindrical glass jar with two plugs on the top filled with dozens of buzzing insects that occasionally shot out bolts of electricity.

"Twittermites?" Applejack gasped. "Twilight, you know how dangerous these things can be?"

"Only if they get out. But I've modified this jar to fit into the robot's body. Like so."

She then levitated the jar with her magic and walked back over to the robotic pony. A flip of her hoof opened up a panel on the side and revealed the gears and wiring within. It also revealed a cavity just the size of the jar in the main section of the body. Sure enough Twilight floated the container inside the hole and after a few quick adjustments with her hooves, it was securely in place. After which she closed the panel again and tightened all the screws and knobs holding it in place.

"Alright everypony, stand back," she advised as she stared intently at her creation.

The others did exactly what they were told, taking another large step back in case something went horribly wrong. Except for Rainbow Dash who stayed by Twilight's side. Albeit just a little bit behind her just in case. Still her presence brought a small smile to Twilight's muzzle just before she lit up her horn again. She closed her eyes and concentrated on the spell she memorized earlier. Her horn glowed brighter and brighter as the words flashed over and over in her head. Eventually she unleashed it in a pointed beam concentrated on the robotic pony. It twitched a few times as the purple beam surrounded it, infusing it with hopefully life-giving magic. There was one last bright flash before the spell dissipated.

A heavy silence fell over the six ponies and baby dragon as they waited to see what would happen. After what seemed like an eternity, especially to Twilight, the silence was broken by a soft, steady ticking from the pony's clockwork heart. The camera shutters Twilight used for its eyes opened to reveal two lenses glowing a bright yellow from the light bulbs behind them. A blue light came out of the slot she had for a mouth as if she were trying to say something but only garbled static came out. Her head turned from side to side with an audible clicking as she looked over the group. More clicks and pops could be heard as she tentatively raised one finely polished brass hoof and started to take a step forward.

"She's alive! She's alive!" Twilight yelled hysterically then grabbed Rainbow Dash and pulled her close to her. "In the name of Celestia she's alive!"

Her jubilation came to a screeching halt, however, when the lights from the mechanical pony's eyes suddenly went off and she fell over with a loud "clang".

"Or...not," the princess muttered in a dejected tone as she lowered her head and her ears drooped.

"There there," Rainbow Dash said, giving her a comforting pat on the shoulder. "You _almost_ had it."

"Yeah I'm sure you'll get it next time Sugarcube," Applejack added.

Twilight let out a soft sigh just before she picked her head up, a lot of determination etched onto her face.

"You know what? You girls are right! I _will_ get it right next time!" she declared triumphantly.

Unfortunately her inspirational moment was ruined by a loud growl emanating from her stomach.

"Right after I get some lunch!" she quick added.

A round of laughter came from the other girls just before they all started to head out of the lab, Rainbow having to support Twilight as the full weight of three days without food started to finally catch up to her. As they exited the lab, Spike made sure to turn off the light and close the door a bit.

The room was left dark and silent for several hours. A darkness that only increased as day turned into evening. While much of the castle was filled with the laughter of the princess and her friends, the lab remained eerily quite. That is until a slow, steady ticking started to echo throughout the room. On the floor, the almost forgotten robot pony began to stir. Her copper and brass limbs started to twitch and spasm almost violently. It continued on for several seconds before her head snapped up and the lights in her eyes flashed on to shed a little bit of light in the darkened room. With a bit of effort she got to her hooves and took a few unsteady steps forward. Her eyes scanned the room until they fell onto the door. Her metal hooves made a slight clanking sound on the polished, crystalline floor as she walked towards it. She stumbled a few times but thankfully caught herself before completely falling over again. Walking actually got a bit easier by the time she made it to the door and she stood steadily enough to push it open and enter the hallway. The ear shaped receivers on the top of her bald head shifted from side-to-side when she heard voices some distance away. Once she determined which direction they were coming from she turned and walked towards them. The light that represented her mouth flashed on and off but still only static and a few garbled words came out. It seemed learning to speak was going to be a bit more challenging than learning to walk. She just hoped she would get it figured out by the time she reached the sources of the voices though. She had so much to talk about after all...

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

In the main throne room of the castle, the six ponies, and Spike, sat around the Table of Friendship talking and laughing. As what usually happens when she made a meal, Pinkie had gotten the group into a cheery mood that left what they had been doing before mostly forgotten. Twilight knew she should get back to the lab to try her experiment again but at the moment it just didn't seem that important. She was having too much fun with her friends! Especially listening to Pinkie Pie's latest crazy adventure.

"...then I said to him, 'The frosting? You're wearing it'!" Pinkie just barely finished her story before falling out of her chair in a fit of laughter.

The others laughed along with her for nearly a minute or so before they finally had to stop to catch their breaths. After calming down enough, Rarity used her magic to lift a teacup to her mouth to help sooth the somewhat sore throat she had from laughing so much. As she took a sip her left ear twitched a bit as an oddly rhythmic sound reached it.

"Twilight, dear, when did you put a clock in here?" she asked as she set her teacup down.

The alicorn tilted her head to the right in confusion.

"I...didn't," she remarked.

"That's strange. I could swear I hear a clock ticking away," the white unicorn mumbled.

"Actually...Ah hear it too," Applejack revealed.

"Oh please, you're just agreeing with her cause you two are dating," Rainbow Dash teased her friend.

"Like _you_ don't agree with Twilight more often nowadays," the cowpony shot back.

"Trust me, she _really_ doesn't," Twilight muttered in an annoyed tone.

"Yeah! Besides I-" Rainbow started then stopped and rubbed her right ear. "Huh. I heard it too."

"Told you!" Applejack and Rarity said in unison.

"I hear it too. And it sounds like it's getting closer," Fluttershy spoke up even as she slowly started to slide under the table.

The rest of the group looked between themselves before they determined the sound to be coming from the door right outside the throne room. In addition to the steady ticking of a clock they could also hear a few more sounds like soft clanging and clicking noises. They steadied themselves as it reached the door itself. Their muscles tensed. Twilight and Rarity readied their horns incase they needed to blast whatever it was. Rainbow Dash had her wings extended and ready to take off at a moment's notice. Applejack kicked a hind leg against the floor in preparation to do some serious damage. Pinkie had her party cannon at the ready to make somepony's day. Spike stood up on the table itself and got a hot blast of green fire ready in the back of this throat. And Fluttershy...really wished she was home at the moment.

Despite being ready, they all still jumped a bit from the tension when the door slammed open. Their guard mostly dropped, however, when they saw Twilight's robot pony walking into the room. Though they were filled with amazement that it was walking around on it's own and therefore the spell actually _had_ worked, Twilight's summary of what _could_ happen with it sat in the back of their minds. So while they relaxed a little, they were still ready for a fight should it be needed.

At the moment, though, they watched as it walked towards them in a slow and steady manner, its lens eyes studying them. When it about reached the table, the blue light that was its mouth began to light up again.

"I-I-I-I," she repeated with a few twitches of her head. "W-w-waannnaaaa..." she paused. "Talk a little bit about what's going on in this room, because I have _so_ many questions I'd like answered! Like who am I? _What_ am I? How did I get here? What is here? Where are my pants? What is life? And why are you all looking at me like that?"

The camera shutters that were her eyelids closed and opened in a second in her form of a blink as she looked at the collection of ponies, and one baby dragon, that were all just staring back at her in slack jawed wonder.

"What? Was is something I said?"

 **To Be Continued...**

 **Author's Notes:** So here's an idea that hit me out of nowhere and demanded to be written out. Part of it I believe came from the fact that my roommate started watching Witchcraft Is Magic and I was there to see the episode with Sweetiebot. Yes we are both horribly behind the times, we're awful. Anyway, we learned what most of the fandom has already known for awhile now, Sweetiebot is _awesome_! But she got me thinking about actual robots in Equestria and how would they work and I remembered the Clockwork Pony from Ponyfinder and figured that would work quite well in the schizo tech land that is Equestria. It's developed enough to be able to make something like this but not so much that the robot is going to sleek and stylish. So it's more steampunk than cyberpunk so that's what I went with. The excuse of Twilight getting the idea to make one coming from the Equestria Girls world just helped seal the deal for me.

Course the biggest problem with this story is that it takes place a little further along in my fic timeline since Mane 6 now know that Applejack and Rarity are dating as are Twilight and Rainbow. And I _do_ have those reveal scenes in mind and planned to do them first but...well this idea just demanded to be written out beforehand. Especially when I decided to forgo the usual, "robot goes crazy and tries to kill its creator" storyline and decided to do the other story of the robot leaning to love and be...well pony-like here I suppose. So to continue this trend of saying things like this, more Johnny 5 and less Ultron. Though she _does_ have a few ideas taken from some evil robots from Doctor Who. Which I just _have_ to do something later with in the story what with Doctor Hooves being around Ponyville.

But for now I should sign off and start fleshing out the next chapter to show you all just what this clockwork pony is really like.

Til then...


	2. Meet Tik Tok

My Little Pony: Friendship is Magic is owned by Hasbro, The Hub and of course Lauren Faust who seems to have gone out of her way to make a show about pastel colored ponies with names like "Twilight Sparkle" completely awesome. This story is just for fun and no profit shall be made so please above mentioned people don't sue me. You're not gonna get much. Any OCs that pop up in this fic belong to me and can be used with permission. Please don't steal from me. Now with that out of the way, on with the show.

 **The Clockwork Pony**

 **Chapter 2: Meet Tik Tok**

The only sound that filled the throne room was the steady ticking from within the mechanical pony. The others had all been stunned back into silence after her barrage of questions. Slowly, though, the edges of Twilight's agape mouth began to pull back into an excited smile. A sense of accomplishment and wonder replaced her stunned feeling and her eyes brightened at what this revelation truly meant.

"Ha! I _told_ you she was alive!" she shouted triumphantly and pointed a hoof a Rainbow.

"I...never said she _wasn't_!" the blue Pegasus countered.

"But you didn't believe me either! But _now_ look who's laughing! Ha!" Twilight laughed again before she flew over to her creation.

"You know, sometimes I wonder why I date her," Rainbow muttered to Applejack.

"Join the club," Applejack whispered back.

They both shared a chuckle at their marefriends' expenses before heading over to the clockwork pony with the others. Although they could only get so close as Twilight bounced around the mechanical mare swiftly enough to give Pinkie a run for her bits. The purple princess poked gently at the connection points to each limb. She stared in amazement that her lightbulb eyes shined even brighter now that they were filled with the spark of life. Her head moved up and down as it examined every inch of the metal body she had created to make sure everything was working properly. Through it all a myriad of questions flowed through her mind which she was not shy about voicing aloud.

"How do you feel? _Can_ you feel? Do you feel physically or just emotionally? What all do you know? Obviously you know how to talk but what else do you know? History? Stories? Do you have a sense of self identity?" Twilight rambled as she continued her inspection.

"I..don't know," the mechanized mare replied unsurely. "This is...all so new to me? First I wasn't...then I was."

"What the hay is _that_ supposed to mean?" Applejack asked, scratching her temple just under her hat.

"Seems she's the philosophical type," Rarity pointed out.

"Well wouldn't you be if you just came to life as a fully sentient being?" Twilight asked in a tone of beaming pride.

"I know what _I'd_ want to do!" Pinkie exclaimed as she suddenly popped up between Twilight and her creation. "I'd want to know _everypony_ ' _s_ name! Mine's Pinkie Pie! What's yours?"

A series of whirling clicks sounded out as the newborn mare looked down at the pink hoof extended towards her.

"I...don't know," she answered Pinkie's question unsurely before looking back at Twilight. "Mother, what is my name?"

"'Mother'?!" Twilight repeated back in shock.

"Pfft! 'Mother'," Rainbow chortled in amusement at Twilight's expression.

"Wouldn't that make you the step-mom?" Applejack teased her.

Rainbow Dash let out a surprised squeak of her own before her expression quickly matched Twilight's. Thankfully Twilight overcame her shock rather quickly and she tried to answer the mare's question.

"Um...well...I hadn't actually thought of that yet," she sighed, tapping her front hooves together in embarrassment.

"Oh," the clockwork pony replied in a disappointed tone and lowered her head.

"Then we'll just have to _give_ you one!" Pinkie said cheerfully. She then brought a hoof to her chin as she now examined the new pony. "Now let's see...hmm..."

The room grew quiet again as everypony allowed Pinkie to collect her thoughts while they themselves mused over some names. The only sound that could be heard as the steady ticking of the metal mare's gear driven heart. There was a strange soothing quality to its rhythmic beat that Pinkie couldn't help but find comforting. So much so that she inadvertently started to sway her head in time to it. As she rocked her head the gears in her own head started to turn until her eyes lit up with an almost audible "ding".

"That's it! We'll call you Tik Tok! And we'll spell it 'T-I-K T-O-K' but cause poor literacy is kewl! Spelled K-E-W-L!" Pinkie declared happily.

"Honestly Pinkie, where do you even come up with these things?" Rarity asked offhoovedly.

"Eh, they just come to me," she shrugged.

"Well regardless of that I'm sure she's not gonna want to be named-" Twilight started to dismiss the idea when she was cut off by her creation.

"I like it!" the newly dubbed Tik Tok exclaimed happily.

"Or what do I know," the alicorn muttered.

"You don't approve of my name mother?" she asked.

Again Twilight couldn't help but flinch not only at the title but at appearing disapproving of her first decision.

"No, no it's fine. As long as you like it," she reassured her.

"I do!" Tik Tok beamed as her eyes shuttered closed for a second.

No doubt that if she was able to smile she would be wearing a wide one right now. As it was she simply clapped her brass hooves together gleefully which produced a slight clanging sound.

"And now that you have a name we can _properly_ introduce you to everypony!" Pinkie cheered as she slid up to Tik Tok. "Like I said, my name's Pinkie Pie! And _of course_ you know Twilight!" she remarked as she pointed a hoof to the princess just before it moved to the blue Pegasus by her side. "Next to her is Rainbow Dash. They're marefriends so I'm sure you'll be seeing her a lot."

"Pinkie!" they both shouted with slight blushes on their faces.

The pink party pony ignored them as she turn hers, and Tik Tok's, attention to the orange earth pony and white unicorn directly in front of them.

"And those are two are Applejack and Rarity. They're also marefriends," she explained then crooked her mouth to the side. "Wow that happens a lot in our group."

"Is that significant?" Tik Tok asked.

"Nah just weird!" Pinkie shrugged.

"Hey!" all four mares protested.

"And over by that table is Flut-" Pinkie started again but then suddenly stopped when she saw Fluttershy standing right in front of her. "Oh. I guess she's over here now. That's pretty sneaky Fluttershy!"

"I didn't mean to be sneaky," the yellow Pegasus said sheepishly. "I just wanted to come over to say 'Hi' and... "Sorry."

Tik Tok tilted her head in confusion.

"For what?" she asked.

"Because I was scared of you when you first walked in," Fluttershy explained, her own head turned slightly away in shame. "Actually I'm scared of a _lot_ of things and I'm still working on that. But I was afraid of you because you were different and I realized that I was judging you on that difference instead of the pony you might be. It was an awful snap decision and I'm sorry about that."

"Oh. Well there's not need to be sorry for that. I'm aware enough to know that I'm...different and it would be quite surprising," Tik Tok told her. "So I take no offensive to your initial shock."

Fluttershy let out a relieved sigh then smiled brightly. "Then it's nice to meet you Tik Tok."

"You too Fluttershy," she replied brightly.

"Huh," Rainbow Dash mused.

"What?" Applejack asked.

"Just usually we have to go through a whole bunch of wacky hijinks and misunderstandings before something like that happened," she noted then smiled and walked proudly over to Fluttershy. "Guess that means our little Fluttershy is finally starting to grow up!"

She emphasized her pride by given the timid mare a soft noogie. Though she was _trying_ to be as gentle as she could, Fluttershy still shrunk down with a pained look on her face.

"Ow. Ow. Ow. Please stop," she pleaded quietly.

Rainbow rolled her eyes and let out an annoyed huff but did as requested.

"Well whether she meant to or not Fluttershy brought up a good point," Twilight spoke up then immediately started to scratch the back of her head nervously as an embarrassed looked came over her face. "And something I didn't really think about," she admitted. "A lot of ponies might a little...skittish around you at first Tik Tok. So we should probably work on a way to introduce you to the town gradually so they don't...um..."

"Freak out?" Rainbow offered.

"Which would cause a mass panic," Applejack added.

"Which in turn would lead to many homes and store fronts getting ruined," Rarity continued.

"Then _that_ would make everypony mad and angry with each other," Fluttershy noted.

"And it would all have to be wrapped up with big speech about tolerance and acceptance!" Pinkie Pie concluded cheerfully.

Twilight blinked as her mouth hung open.

"Yeah...something like that," she said with a lopsided grin.

"Thus is the story of our lives," Spike said from behind the group.

"Oh Spike! When did you get here?!" Pinkie asked, feeling a bit bad she didn't get to introduce the young dragon to their new friend.

"I've _been_ here for ten minutes," he replied as he crossed his arms over his chest. "You just seemed to have forgotten about me in all the excitement."

"Oh. Sorry!" the pink mare said quickly.

"Nah it's fine. Kinda gotten used to it by now," Spike waved off as he walked up to Tic Tok and extended a claw. "Hi! I'm Spike the Dragon, Twilight's number one assistant!"

Tic Tok looked quizzically at the outstretched appendage then slowly raised her left hoof towards it. Spike grabbed her hoof and shook it up and down to complete the gesture. When it was over the metal mare looked at her shiny hoof in confused amazement. As she continued to look into its reflective surface she noted something else different from herself and the other ponies around her.

"I may know something that may help me fit in," she spoke up.

"Oh? What is it?" Twilight asked, took a step closer to her.

"This," she replied and gave Twilight's bangs a quick flick.

"My...mane?" the princess asked in surprise.

"Yes," Tik Tok nodded. "I would like a...mane. And..." she seemed to look behind Twilight.

"A tail," she answered the unspoken question with a soft swish of her tail for emphasis.

"Yes. I believe both of those things would help me look like a normal pony. Plus..." she hesitated for a moment seemed to lower her head just a bit as if she were embarrassed, "yours all look so pretty and I would like to look that way too."

The six mares all chuckled and looked a little embarrassed themselves by the unexpected compliment.

"Well I suppose I could find you a decent enough wig," Twilight mused as she tapped her chin with a hoof. "And probably a fake tail. But I'd have to remodel your cranial and back plates to accommodate them."

"I've got it!" Rarity shouted suddenly, causing them all to jump in surprise.

When they all recovered from the shock they all gave her rather irritated glared.

"Sorry," she said with a nervous laugh. "But I believe I have the solution to her mane problem. While it won't be a traditional wig or tail extension, I do have the most lovely golden thread in my shop that would go well with your...unique complication dear. I can fashion for you the most wondrous mane and tail the world has _ever_ seen!"

"Going a bit big on the sale there Rares," Applejack warned her.

"Oh shush! I'm in my zone!" Rarity called out dramatically.

"I would like that _very_ much!" Tik Tok said enthusiastically.

"Then it's settled," Twilight spoke up. "Rarity if you don't mind working on those today I can go ahead and start adjusting Tik Tok's body to fit them."

"It would be my pleasure darling," the white unicorn smiled before she trotted out of the room.

"Ah should probably go with her to make sure she stays on task. Never know when some _new_ bit of inspiration might hit her," Applejack said just before she followed after her marefriend.

"Right. While they're working on that I can go back to my lab and start my part. Though there is just _one_ small thing I have to do first," Twilight noted with a bright, beaming smile on her face.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

In a world far removed from Equestria, another Twilight sat in the impressively sized library of Canterlot High and focused on her studies. Next to her sat the fiery haired Sunset Shimmer who was also wrapped up in her own works. Though they were both heavily involved in their own assignments, they had pushed their chairs close together so that at least their hips touched at the moment and so they could lean against each other should they feel so inclined. Although they had to be careful about getting _too_ close since they were being watched now after the "librarian" incident a couple of weeks ago. Still even without trying _that_ again they could enjoy each other's company even if they were each in their own little world of studying.

Worlds which they were brought out of by a slight buzzing coming from Sunset's backpack. Knowing her phone was in her pocket there was only one other thing it could be. Her suspicions were confirmed when her eyes were met with a bright glow once she undid the zipper. She quickly pulled her journal and flipped it to the last page.

"Is that a new message from Princess Twilight?" Twilight asked and leaned a bit closer to Sunset.

"Seems like," she replied.

As she scanned the short, somewhat cryptic message she frowned and looked up at the Twilight sitting next to her.

"So what's she say?" the purple girl asked, pushing her glasses back up on her nose.

"She wrote, 'I've done it, I've done it! Tell the other Twilight I did it'," Sunset read aloud in a flat, confused tone. "Do you have _any_ idea what this means?"

Judging by how big and bright Twilight's eyes were behind her glasses she did indeed have an idea of what the message was about.

"Oh my gosh, she _did it_?!" she squealed in delight. "I wonder how she did it?! Well obviously magic of course but I wonder what _kind_ of magic?! And how much science was involved? Cause there had to be _some_ kind of science involved or it wouldn't be a thing at all! Oh I wonder what materials did she use?! How did she power it? What kind of intelligence does it have?! What-"

Her next question was silenced by Sunset placing a finger over her lips. It was only removed once the amber skinned girl was sure the "highly intelligent" girl had come down enough to focus on just _one_ thought. Well maybe two.

"What did she do and how are _you_ involved?" Sunset asked.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

Twilight hummed cheerfully as she carefully measured the top plate on Tik Tok's head then glanced over to the remaining pieces of metal she had. If she was doing her calculations right then she should have just enough left over to create a new cranial and back plate to fit the hair and tail pieces Rarity was making. Though the tail would be more difficult as she'd have to find a way to let Tik Tok move it like any other pony. Which would require some more gears and wires. _That_ would be more difficult.

She was brought out of her musings by a familiar buzzing sound. Setting her tape measure aside she used her magic to levitate the journal she used to keep in contact with Sunset Shimmer over to her and flipped it open.

"Huh that was a faster response than I expected," she noted.

"Well what's she say?" Rainbow asked, looking up from her losing game of Tic-Tack-Toe with Pinkie Pie.

Twilight looked down and scanned the note.

 _Dear Princess Twilight,_

 _Twilight here told me about your invention. Congratulations, that's amazing! Though I'm not nearly as excited about it as she is. In fact she was SO excited about it that we had to physically restrain her from jumping into the portal after she explained it. AND she's talking about trying to build one of her own here. So if we end up having to fight a killer robot I'M going to jump through the portal and kick your flank myself!_

 _Your friend,_

 _-Sunset Shimmer_

She stared in slack jawed surprised at the rather...aggressive message. A look that didn't go unnoticed by Rainbow Dash.

"Well? What'd she say?" the Pegasus demanded.

"She...said she's happy for me!" Twilight answered as she quickly closed the journal. "Yep! She's totally happy for me. That's all she said. Happy!"

Rainbow Dash narrowed her eyes in suspicion but Twilight quickly levitated the book into a chest in the corner of the lab and locked it before the other mare could try to take it from her.

"Okay! So let's get to work here!" she announced loudly to change the subject.

"What do you need us to do?' Fluttershy asked.

"Actually I just need you to make sure that Tik Tok's going to be okay while I swap out her plates," Twilight explained.

"Check to make sure your ticky tocky daughter is still up and running?! Can do!" Pinkie said with a cheerful salute.

"Pinkie she's not my-" Twilight started but was cut off by Rainbow Dash.

"Shouldn't we wait 'til Rarity gets back with the wig and tail before we start doing this?" she asked.

"I'm baaa-aaaack!" Rarity's voice sang out from the doorway.

"That was uncanny," Fluttershy remarked.

They all turned and watched as Rarity happily trotted in with her saddle bags and a proud look on her face. Applejack was a few steps behind her with a slightly less enthusiastic look on her face and carrying a medium sized bag in her mouth. She hastily set it down next to Rarity when she stopped just before Twilight and Tik Tok.

"So are we ready to begin?" she asked.

"Almost, can I see what kind of wig you made so I can compare it to the new head plate?" Twilight asked back.

"Well _of course_ darling. Feast your eyes on... _this_!"

With a flair unique to her, Rarity used her magic to pull open one of the sides to her saddle bags and pulled out a beautiful looking wig made out of a fine gold thread that seemed to shine under lab's lights. It was long and flowing and soft to the touch. Rarity beamed proudly as she hovered it in front of Tik Tok, who's own eyes seemed to shine brighter.

"It's amazing," she whispered in awe.

She reached out and ran a metal hoof through it and was a bit dismayed she couldn't actually "feel" it. There was some sensation there but it seemed...dulled. She didn't have much experience with such things but something told her the others could probably appreciate the feel of the fabric much better than she could. Still, in spite of this, she nearly jumped at the thought of something so beautiful adorning her head.

"It looks amazing Rarity," Twilight complimented. "Thank you."

"Yes. Thank you. Very much," Tik Tok added.

"Oh it was my pleasure darling," Rarity waved off. "No pony, metal or not, should be without a fabulous mane."

"And the tail?" Twilight inquired.

Rarity's expression fell slightly.

"Actually...that was giving me a bit of...trouble," she confused with a nervous smile. "I've come up with some ideas but I'm not quite sure any of them really work."

"Actually that's perfect," Twilight smiled.

"It is?"

"Yes. Because..." she levitated over a long, segmented cord attached to some wires and gears, "together I think we can weave it into this base and give Tik Tok a fully functioning tail!"

"Why that's brilliant Twilight!" Rarity clapped happily. "So how do we do it?"

"I think if we just concentrate on combining the two with our own unique brands of magic that should do it," she explained.

"Alright. Then let's give it a shot!"

With that, Rarity levitated a coil of fabric from the other side of her saddlebags and floated it up to where Twilight still held the cord in midair. Their magical auras combined into an almost faded purple color as the items began to circle each other. The two unicorns strained in concentration, trying to come up with the perfect combination in their minds. As their thoughts began to synch up the swirled faster and faster around each other. Twilight and Rarity's brows furrowed in further concentration and the others watched in amazement as the thread begin to weave in and around the cord. After another minute or so the process finally completed itself with a brilliant flash that made them cover their eyes. When it dissipated the perfect facsimile of a tail was left floating in the magic field.

"We did it!" Twilight cheered a bit tiredly.

"Yes we certainly did," Rarity agreed, wiping a bit of sweat from her brow. "Do you have it?"

"Yep. You can let go now."

"Good," the white unicorn sighed and released her own field.

She swayed a bit but Applejack quickly came to her side to give her support. They smiled briefly at each other before the earth pony looked back at Twilight.

"So now what?" she asked.

"Now we finish her up," Twilight said and cast a loving glance over to Tik Tok.

With that she levitated the wig as well and the two new plates she had fashioned for the clockwork creation. Her tongued slipped out the side of he mouth a bit as she concentrated on combining all the items together. Thankfully it was _much_ easier to do it by herself since she didn't have to coordinate with anypony. It took her only a minute to get the fabric and metal woven together in a way that would hold steady once they were attached. Speaking of, she gave Tik Tok a questioning look to which the metal mare simply nodded. Twilight nodded back and narrowed her eyes a bit in further concentration. With a slight "clang" the old cranial plate slipped off and was placed aside before the new, wigged, one was clamped down into it's place. Once she was sure it was secured back in place, Twilight repeated her actions with the back plate. This time, however, Tik Tok gave a slight jump as the plate with the tail was slapped onto her backside.

"Anypony else think this looks kinda...wrong?" Applejack asked as she fidgeted uncomfortably.

"Yes," Fluttershy quietly agreed with a bright blush on her cheeks and peeking out of the corner of her eyes.

Twilight ignored their comments and continued on with her work, making sure all the new wires and gears where connected properly. Small beads of sweat began to form over her forehead as she worked. After a minute or so of fine-tuning she let out an exhausted sigh and let her aura fade out.

"There! I think that's it," she muttered and wiped the sweat away with a forehoof. "See if you can move your tail Tik Tok."

She nodded then looked back at her newly installed golden tail and thought about swishing it back and fourth as she had seen Twilight do earlier. Nothing happened. The shutters over her eyes narrowed and focused all her energy onto the appendage. Then with a slight click and whirl her tail began to sway back and fourth like a snake trying to memorize its prey. Her eyes widened a bit and if had she the ability to, a big, happy smile would have spread over her face. Instead she merely let out a few happy chirps and squeals as she swished her tail back and fourth and up and down.

"It works!" she cheered. "It really works! I have a tail!"

"I'm glad it does," Twilight beamed then frowned just a bit. "To be honest I wasn't quite sure if it would or not."

"But it did! And it does! I'm so happy!" Tik Tok declared, clapping her polished hooves again.

"Of course the tail's not the _only_ thing we have to worry about now," Rarity spoke up.

"It's not?" she asked as she cocked her head to the side, which caused some of her newly installed "hair" to fall over an eye.

"Not at all darling. Now that you have mane that means only one thing," the fashion pony said proudly before she floated the bag Applejack brought over to her. "Styling!"

With girlish glee Rarity threw open the bag's zipper and used her magic to pull out all sorts of mane styling accessories and products. Before Tik Tok, or any of the others for that matter, could ask anything else, Rarity went right to work. Brushes, hair ties and spray bottles flew around the slightly nervous robot in a flurry of motion. Each time it seemed Rarity found a style she liked, she would suddenly shake her head and start all over again. The others merely stood back and watched, having learned a while ago never to interrupt Rarity while she was "working her magic". After a few failed attempts the unicorn finally secured the end of Tik Tok's golden locks with a red hair tie and let it fall gracefully over her neck. She took a step back and examined her work. This style spoke to her but she was quite sure why.

"Now that I like for some reason," she mused as she rested her chin on a hoof.

"Uh, Rarity?" Applejack asked flatly.

"Hmm?" she asked back as she looked towards her marefriend.

As she did her eye caught sight of something very familiar. She stared at the thick braid Applejack usually wore her mane in then looked back at the same thing she had just recreated on Tik Tok. Her head went back and fourth a few times as seemed she was having trouble processing her idea. Eventually an embarrassed grin appeared on her face and she quickly undid Tik Tok's braid.

"Sorry about that darling, I simply _don't_ know what I was thinking," she tried to explain.

"Uh huh," Applejack nodded, unconvinced.

"I bet _I_ know what she was thinking," Rainbow Dash snickered into Twilight's ear.

Unfortunately she only got a poke in the ribs for her trouble.

"Ow!" the Pegasus cried out.

"Well my little...booboo aside, I _do_ think tails are the way to go on you dear," Rarity told Tik Tok.

"I _do_ like tails," she replied, giving her own another swish.

"Then let's try something like this," the fashionista spoke again.

This time she split the long locks into two equally thick and long ponytails letting each one fall down past Tik Tok's copper neck. She then pulled some of the top hair loose from it's pulled back position to form a singular bang that came to rest just above the robot's right eye, the light of which made it seem almost like the hair was glowing. It was an unexpected side effect of the positioning but one that looked wonderful regardless. Finally satisfied with her work, Rarity held a mirror up to her client's face.

"Well what do you think?" she asked.

Tik Tok stared at her reflection for a bit. This was, after all, the first time she had actually seen herself. She now understood why the others were surprised by her appearance at first. So like a pony yet so different. But with this new mane she was looking more and more like the regular ponies surrounding her. And it's styling was more beautiful than she could really comprehend at the moment. She really wasn't sure of the words she wanted to use to express how much she liked, no, _loved_ it! Curiously though as she continued to stare at her reflection the blue lights that made up her mouth all lit up without her making a sound.

"Tik Tok? Are you okay? I something wrong with your voice?" Twilight asked urgently.

"No," she said and the lights shut off after her word. "I...I think...that was my form a smile. _That's_ how much I love this look!"

"Well then allow me to smile for the both of us," Rarity offered as she did just that, her smile spreading check to check. "I'm so happy you approve."

"I do! I really do!" Tik Tok nodded vigorously.

"Well now that we have _that_ out of the way, what do we do next?" Rainbow asked.

"Now comes the _best_ part!" Twilight cheered, her own face covered by a smile.

"The 'Welcome to Existence' Party?!" Pinkie asked hopefully, having already pulled a bunch of balloons from...somewhere.

"Not yet! Next comes the learning!" the purple prince squealed. "Which only means one thing...BOOKS!"

"Oh," Pinkie said, the balloons deflating beside her. "I _guess_ that could be fun."

"Yeah for an egghead like Twilight," Rainbow Dash said, walking closer to her. "Sorry babe but _this_ is where I leave it on your hooves. I got some stunts I want to work on anyway. Let me know when you're ready to teach her some _real_ cool stuff!"

With that she gave Twilight a quick peck on the cheek then flew out of the room before Twilight could say anything else.

"Actually I better go too and start actually _planning_ her party! It's gonna be her first one ever and unlike little babies she _will_ remember it so I gotta make sure it's _extra_ special!" Pinkie declared before she herself bounced out of the room.

"And my trip back to Carousel Boutique reminded me that there are some things I need to get back to and finish," Rarity spoke up. "Sorry darling but please do let me know if you need me for anything else."

"Ah suppose Ah better get goin' too. Got some chores I need to finish before nightfall. But like Rarity said, ya need any help ya know where to find me," Applejack said before she tipped her hat to Twilight and Tik Tok then walked out with Rarity.

There was a pause before Twilight looked over to Fluttershy.

"Let me guess, _you_ have to go too," she asked in a somewhat annoyed voice.

"Well..." Fluttershy stalled, tracing circle on the floor with her hoof. "It's not like I _want_ to just leave you like this but...you know how Angel can get if he doesn't get his food on time and it's almost his dinner time now."

"Fine, fine," Twilight sighed. "Sorry I don't mean to sound like a grouch or keep you here longer than you need to be. I just wish _somepony_ here would share my love of books. And not just Daring Do ones!"

"Well I'm not sure what a book is but it does sound interesting," Tik Tok spoke up. "And you seem to enjoy them so they _must_ be something good."

"Oh they are! They _really_ are!" Twilight beamed again her eye brightening. "Let me show you my library! It's full of _thousands_ of books! About 20,000 actually!"

"That's...a lot, right?" Tik Tok asked.

"Only if we have to sort them. _Again_!" Spike muttered.

"Oh shush Spike it was fun! And now I get to share that joy with somepony else! I'm so excited! Come on, I'll show you where the library is. Just follow me!"

Tik Tok nodded and followed Twilight as she and Spike walked out of the lab and headed towards the castle's library.

"I'll, uh, I'll just show myself out then," Fluttershy said to the empty room.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

In practically no time at all the three of them were standing in the castle's library and Twilight's smile threatened to pull her face apart. She used her magic to pull a thick tome from one of the many shelves lining the walls and hovered it front of Tik Tok.

"Now this is a book," she explained. "It's full of all sorts of wonderful knowledge. Like this one is a complete guide to Equestria's history. Or at least as complete as it can be. There's still quite a few things historians aren't sure of yet so there could be a new volume coming out any time now!"

"So this is a record of what has come before us?" Tik Tok asked as she laid a brass hoof on the well-worn cover.

"Yep! Of course there are also other books that go into even greater detail about certain events and important figures and things like that. And those are just the _historical_ books! There's still plenty beyond that! There's non-fiction, fiction, adventure fiction, dramas, historical fiction, historical fiction dramas. I could make a whole list!" She let out a loud gasp. "In fact, I'll go do that right now! It'll be a _great_ way for you to know what you should focus on! Here you can start with this while I go work on the list!"

Twilight placed the book in Tik Tok's hooves before she flew out of the library with a surprising amount of speed. Tik Tok watched curiously as her creator left then looked down at Spike.

"She really _does_ enjoy these things, doesn't she?" she asked.

"You have _no_ idea!" Spike snorted.

"Then perhaps I should get an idea," Tik Tok resolved as she set the book down and flipped the cover open.

Spike couldn't help but let out a somewhat tired sigh. If Tik Tok really _was_ anything like her "mother" then she'd spend hours on just that one book alone. Idly he wondered if his private stash of comics was still in the library. At least that'd give _him_ something to read too. No sooner had the though crossed his mind than her heard a mad flipping of pages. He watched in amazing me as Tik Tok's hoof flew over the book in a flurry of motion. Within seconds the final cover to the book was flipped up, leaving it sitting in the opposite direction in which it had began.

"Wow. Equestria's history is amazing!" Tik Tok chimed happily then eagerly looked at Spike. "Is there any more?!"

"Um. Yeah. Just follow me and I'll show you where Twilight keeps all the history books," the young dragon said, taken a bit off guard. "You _really_ read that whole thing just now?"

"Yes," she replied then cocked her head to the side. "Is that not something ponies can do?"

"Let's just say you take the idea of 'speed reading' to a whole new level."

She gave him a curious look but filed it away for later. For now she was _far_ more interested in what these other books had in store.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

About an hour and a half later Twilight came flying back into the room with a long scroll tailing behind her.

"I'm back!" she announced. "Sorry for taking so long, turns out it was a _lot_ harder than I thought to narrow this list down." She then looked at the "short" list falling from her hooves. "Such as it is."

She looked up from the list and noticed that neither Tik Tok nor Spike were anywhere near where she left them.

"Spike? Tik Tok?" she called out.

"Over here Twilight!" she heard Spike's voice call out.

As she followed the sound of his voice to one of the further corners of the library she noticed a trail of books along the way. Although they had been taken off the shelves they were stacked in nice and neat towers throughout the room. When she rounded the final stack she found Spike staring intently at Tik Tok as she flipped rapidly through what appeared to be the final book in the library. Within seconds she flipped it over and tossed it onto the stack next to her.

"Finished!" she proclaimed proudly.

"F-finished," Twilight repeated in amazement. "You mean...you read _every_ book in the library already?!"

"Yeah. It was actually really impressive," Spike remarked.

"But...but...but...my list," she muttered pathetically.

"Did I do something wrong?" Tik Tok asked worriedly.

"No! No! It's nothing just... _all_ of them?!" Twilight asked again.

"Was I not supposed to?"

"But...books!" she remarked again.

Tik Tok looked down at Spike in concerned. "Is she going to be okay?"

"Yeah just give her time to work it out," he told her.

"Books. _All_ the books! I can't...I just..." Twilight continued to sputter.

"Okay this one might take a little longer than normal," Spike noted.

"Oh dear," Tik Tok sighed.

 **To Be Continued...**

 **Author's Notes:** And the second chapter is done! Originally I was going to have a little more character development for Tik Tok here but I decided that would be better served in it's own chapter. But hey at least we got her name now! So yes, welcome Tik Tok to the group! You know the best part of a character like this is that SHE'S still figuring herself out while I'M still figuring her out. So pretty much she'll be developing in real time basically. Which will lead to plenty of funny, happy, sad and dramatic moments in the chapters to come! Of which there won't be too many honestly. I don't plan for this to go more than four chapters at the moment. Of course that doesn't mean Tik Tok's appearances will _end_ with this story. If you've followed me you'll know that I have a bit of fan continuity even if it is used loosely. So she'll be popping up here and there.

Also I know the moment with Sunset and SciTwi might be a bit frivolous but it makes me laugh. And for those wondering, _yes_ that is set in my personal EqG storyline where those two are together. So yes it might seem like more shipping out of nowhere but it IS established in other stories. Again...CONTINUITY!

And for now I'm gonna go. See you all in the next chapter!


	3. Where Do I Belong?

My Little Pony: Friendship is Magic is owned by Hasbro, The Hub and of course Lauren Faust who seems to have gone out of her way to make a show about pastel colored ponies with names like "Twilight Sparkle" completely awesome. This story is just for fun and no profit shall be made so please above mentioned people don't sue me. You're not gonna get much. Any OCs that pop up in this fic belong to me and can be used with permission. Please don't steal from me. Now with that out of the way, on with the show.

 **The Clockwork Pony**

 **Chapter 3: Where Do I Belong?**

The steady, rythmic ticking of Tik Tok's heart filled the castle's library. It provided the perfect soundtrack to the slow, almost methodical, pace with which she was reading her current book. After Twilight recovered from the shock of how quickly Tik Tok had read _every_ book in the library, she had ordered more so the metal pony would have additional reading material. But these gifts came with the provision that she had to actually take her time to read them. To really absorb and savor every word and nuance in the story as Twilight had put it. That struck Tik Tok as odd since she _was_ able to savor every word even with her rapid reading. She could remember every detail and plot point and could automatically tell which page a certain passage was on. It just seemed like a waste of time to read slowly. Of course Spike and Rainbow Dash suggested it was because Twilight was feeling embarrassed by not being able to read as quickly as her creation did. The Princess scoffed at this idea but something in her voice and mannerisms made Tik Tok think they were right. Regardless, she would do as she was told because above all else she wanted her creator to be happy with her.

So here she sat, reading at a _painfully_ slow pace and wondering what was so _enjoyable_ about it. She was distracted from her reading though when her left ear swiveled at the sound of Twilight's voice approaching the library. She wasn't alone though as Tik Tok could also make out the distinctive voice of Rainbow Dash. She stood up and made her way towards the front of the library where the voices were coming from. As she did she could make out more and more of their conversation.

"I'm still not sure it was a good idea to let Starlight go back to her old village alone," Rainbow said cautiously.

"We have to show her we trust her Dash," Twilight countered. "Sending somepony else with her would give the impression we still think she's a villain."

"And _I'm_ still not sure she _isn't_! Who's to say she won't just steal everypony's Cutie Marks and brainwash them again then lead them here to your doorstep!"

" _If_ that happens we'll be ready for them. And I'll take all the blame for it," Twilight said sternly then sighed a bit. "But I don't think that's going to happen. I _really_ do believe that Starlight can, and has, changed. She just needs to see the magic of friendship. And to be good friends we have to put our trust in her."

Rainbow Dash sighed and shook her head in defeat.

"Fine, fine, I'll go with your plan," she muttered then gave a sideways smile. "You're just lucky you're so good at giving those friendship speeches no pony can turn down."

Twilight puffed out her chest and her wings proudly.

"Well I _have_ had a lot of practice with them," she stated, placing hoof on her chest.

Her pride quickly fell, however, when she heard Rainbow snickering a bit.

"What?" she asked irritably

"I just remembered that Starlight actually _did_ turn down your first friendship speech to her! Remember when she told you to be quiet in the middle of it?! The look on your face was priceless!" the Pegasus managed to say before she broke into a fit of hysterical laughter.

Twilight glared at her.

"Yes. I remember. How hilarious," she muttered in a deadpan tone.

"Oh come on, lighten up!" Dash encouraged her with a playful nudge. "You got through to her in the end. Probably."

The purple Alicorn sighed. "You're right. I just want all of this to work out well."

"Course you do," Rainbow smiled and gave her a peek on the cheek. "It's part of what makes you so loveable."

Twilight blushed and dipped her head a bit.

"Dash..." she whispered happily.

It was at this moment they both finally seemed to register the ticking sound next to them and they turned their heads to indeed find Tik Tok standing there and looking at them curiously.

"Who is Starlight?" she asked with a tilt of her head.

The pair looked at each other for a second.

"Yeah I think you got this one," Rainbow Dash said as she turned around. "Have fun! Later!"

With that she flew out of the library and down the hall before Twilight could even get a word out.

"I _hate_ when she does that!" she muttered before she turned back to her creation. "Well, Tik Tok, you see Starlight Glimmer is...well...she's a pony I'm trying to help."

"Oh. And you're doing that by letting her be somewhere else?" Tik Tok asked.

"It's...complicated," Twilight. "But if things work out like I think they will, you'll probably be meeting her here soon enough. Then we can explain everything. I think."

"Alright," the robot nodded. "While on the subject of other places, when do you think I'll be able to leave the castle?"

Twilight's body stiffened at the question. After about a second or so of standing perfectly still her mouth pulled backwards into an awkward smile. She _knew_ this subject would come up eventually but she still wasn't quite sure how to give a comforting answer.

"Well...you see...about that..." she started, rubbing the back of her neck nervously. "There are still some...things we need to get ready before we introduce you to the rest of Ponyville."

"Things?" Tik Tok asked, tilting her head the other way.

"Just...preparations is all. So that everypony else can get used to how...unique you are," she said with the same awkward smile.

"Because you think they'll be afraid of me," the mechanical mare remarked sadly as she lowered her head.

"Hey now," Twilight said softly as she reached a hoof out under Tik Tok's chin and made her look up at her. "They are going to be...surprised by you but I don't want that to discourage you. The ponies in this town _can_ react a bit...extremely to things they might not know at first but once they've gotten to know you, I _know_ they'll welcome you with open hooves. And that you'll be a great part of this community."

"Do you really believe that?" Tik Tok asked, her glass eyes shining brightly with hope.

"Yes I do," the purple princess reassured her and gave her a tight hug. "It's just going to take some time."

"Thank you. Mother," she whispered as she returned the hug.

Again Twilight's body stiffened a bit.

"Just... _maybe_ not go so much with the whole 'mother' thing," she requested.

"Oh. Alright," Tik Tok agreed even though the disappointment was evident in her synthesized voice.

"Right," Twilight nodded then brightened up again. "So where have you gotten in your reading today?"

Tik Tok also seemed to brighten up at the question.

"Well right now I'm about half way through _The Lunar Republic_ ," she answered. "It's definitely a fascinating look on what might have happened if it had been Princess Celestia who was banished instead of Princess Luna."

"Oh it definitely is! Especially with all the details they go into about that world," Twilight beamed then frowned just a bit. "And definitely a _lot_ better than if Nightmare Moon had taken over. I can tell you _that_ from experience."

"You can?" Tik Tok asked, tilting her head a bit.

Twilight shook her head and gave a dismissive wave of her right hoof.

"Nevermind. It would take _way_ too long to explain. How about we just go over what you think of the book so far?"

"Agreed," the other mare nodded.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

After having a nice, long discussion about what Equestria would have been like under the 1,000 year rule of Princess Luna, Twilight was unfortunately called away by the Cutie Map for an urgent "friendship crisis" as she called it. So once again Tik Tok found herself wandering the surprisingly vast, empty corridors of the castle all by herself. Though maybe she wasn't quite as alone as she thought. Her left ear swiveled as she picked up some shuffling sounds coming from the kitchen. When she arrived she saw Spike standing up on a chair so he could reach the freezer on top of the refrigerator and pull out a carton of ice cream.

"Spike? What are you doing?" she asked.

The baby dragon nearly fell off the chair from the startled jumped the unexpected voice made him do. Once he regained his balance, and breath, he looked over to see the metal mare giving him a quizzical stare.

"Oh Tik Tok, it's you," he said with a relieved sigh. He then looked a little surprised at himself. "Wow I _must_ be getting used to that ticking of yours."

"Is that...a good thing?" Tik Tok asked in confusion.

"I...guess. It definitely means I'm used to you being around," Spike answered as he stepped off the chair.

"So what are you doing?" she asked again.

He paused mid-step then looked down at the carton of ice cream in his claws before he looked over to Tik Tok with a guilty expression on his face.

"Please don't tell Twilight," he begged.

"Why not? Are you not supposed to eat that?" she inquired with a tilt of her head.

"Well...it's not that I'm _not_ supposed to eat it, it's just Twilight doesn't like me eating too much," he explained. "But whenever she and the others go out for their 'Friendship Missions' I...kinda like to help myself to a few extra spoonfuls."

"And you do this even though you know it's wrong?"

"Well gee when you put it _that_ way, it sounds like I'm being sneaky or something," Spike muttered.

"Well aren't you?"

The baby dragon narrowed his eyes in annoyance before he let out a frustrated shout and threw his arms into the air in defeat.

"Okay I _am_! I just want some extra ice scream! Is that so wrong?!" he exclaimed before he fell to the floor dramatically.

"In essence no," Tik Tok confirmed as she walked over to him and helped him up. "But to do it like this I believe it is. Not to mention your plan is doomed to failure because eventually Twilight would discover the ever depleting ice cream in the cartons and would assume it was you who ate them."

Spike blinked as he mulled over words.

"Huh. I never thought about that. I guess that does make sense." He looked at the carton in his claws. "But...maybe just a little bit for this one last time?"

"I believe that would be acceptable," Tik Tok replied, her mouth lighting up in her unique smile.

Spike smiled back before he rushed over to the counter to pull out a spoon and started to dig in. As he dug into the delectable delight he again seemed to phase out Tik Tok's presence there until she spoke up again.

"Spike. May I ask you...what exactly is your relationship with Twilight?" she asked as she sat next to him.

For the second time in less than an hour the baby dragon was surprised to the point of nearly toppling over himself. This time, however, he had the added "bonus" of nearly choking on the spoon he had in his mouth when she asked her extremely unexpected question. He coughed a bit to clear out the bits of ice scream that hadn't gone down just right. Once he regained his composure, and ability to speak, he looked back at her.

"Wh-what do you mean?" he asked with one last cough.

"From what you have both said, Twilight hatched you from an egg and helped raise you. Would that not make her your mother?" Tik Tok clarified.

"Well it wasn't _just_ Twilight," he explained. "Her whole family helped out in bringing me up."

"So then...would that make you her little brother?"

"Honestly, we've never really sat down and discussed it," he said with a shrug. "We've never really needed to. We're definitely family but never really needed to define in what way. We just care and look out for each other. That's all that ever really mattered."

"Yes I suppose you're right, that _is_ all that really matters," Tik Tok agreed in a slightly dejected tone.

"What? You _really_ want to call Twilight your mom?" Spike asked as he picked up his discarded spoon.

"I...I...I don't know!" she cried out.

She then let out a scratchy static sound that Spike could only assume was her version of a frustrated groan. Which seemed to be a correct guess as she paired it up with slowly sink to the floor and laying her chin on her crossed hooves. Her eye lenses narrowed a bit as her tone became rather melancholic.

"She is my creator. So according to every piece of literature I've read, that _would_ make her technically my mother. But she seems to be disturbed by that idea. Is she not proud of me? Is she ashamed of me? Is _that_ why she won't let me leave the castle?"

"Well," Spike started as he sat down next to her. "There's definitely _one_ thing you have in common with Twilight. You both over think things too much!"

Tik Tok turned her head towards him. "We do?"

"Yeah! And you both work yourself up into a funk over it," he sighed and placed a comforting claw on her cold, metal shoulder. "Look Twilight _is_ proud of you. She's proud of _all_ the stuff she makes! You should have heard her go on and on about the new filing system she came up with for the library. Yeesh!"

She tilted her head quizzically.

"Nevermind," he waved off. "The point is there's absolutely no way she's _not_ proud of you! And she's definitely not ashamed of you! I just think the whole 'mom' thing catches her off guard. Plus she's not really a pony who likes to have things _pushed_ on her cause she'll just push back. You have to ease her into the idea. Just give her time and I'm sure she'll come around to it."

"Yes. Time," Tik Tok nodded. "I suppose my concept of time is different than yours so I keep forgetting about patience."

"That or you've been hanging around Rainbow Dash too long," he noted before he took another bite of ice cream.

She giggled. Surprising both of them.

"I...didn't know you could do that!" Spike remarked.

"Neither did I," Tik Tok replied, touching her metal mouth. "But...I enjoyed it."

"Good! Then you should definitely try to do more of _that_ and less moping."

"Yes. Yes I believe I will," she replied then slowly stood up. "Thank you Spike. This has been a most enlightening and uplifting conversation."

"Hey no problem. Anytime you need to talk I'm here for ya," Spike told her as he stood up as well. He then looked down at the half-eaten carton of ice cream in his claws. "And you promise not to tell Twilight about this?"

Her mouth light flashed in a literal bright smile.

"Your secret's safe with me," she reassured him.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

A little later in the day, Tik Tok again found herself walking aimlessly around the castle's halls. She stopped in front of one of the large, stained glass windows and pushed it open so she could look out at the town spread out before her. How she longed to be out among its ponies and take in the sights and sounds. To get to interact with ponies besides Twilight and her friends. It's not like she didn't like them or anything, but all their talk about friendship made her want to go make more friends of her own. Especially given all the stories she read about young ponies journeying far from their home on an exciting adventure. She wanted to experience _that_ most of all!

 _The stories,_ she mused, tapping her chin and producing a light "clink" sound. _There are some where the plucky protagonist disobeys their parental figure and sneaks out of their home to find the adventure themselves. Perhaps I could try that. After all if Spike can have_ his _little secrets while Twilight's away..._

Her mouth lights glowed brighter than they ever had before in what could be considered a literal beaming smile. She spun away from the window then galloped through the expansive hallways as fast as her gears could take her. She stopped, however, when she passed a hallway mirror and remembered her unusual appearance and Twilight's words on why that might startle some ponies. Thankfully she knew just how to remedy that problem. She made a quick stop by one of the many castle closets and pulled out a dark green, hooded cloak. She draped the cloak over herself and pulled the hood up then continued on her way. She stopped briefly again once she reached the door then looked around to see if Spike or any other pony was around to spot her. When she was sure the coast was clear she pushed the doors open and stepped out into the bright, sunny day.

She paused for a moment to truly appreciate actually being out in the sun instead of seeing it behind the castle windows. It was _much_ brighter than she would have thought and no doubt would have been warmer too if she had the ability to feel such things. She did lament that for a second but she was _far_ too excited about being outside to let anything get her down too much! Once she adjusted to her new surroundings she ventured fourth into the town proper.

It was a short walk from the castle to the center of Ponyville but the change in scenery was still incredible to Tik Tok. Like all the buildings that sprawled out before her. Even if Ponyville wasn't a grand city as she had read about, it was still amazing to see after spending all that time cooped up in the castle. From the homes to the businesses to even the small vender tents spread around, it was all so incredible to see. Then, of course, there were all the ponies! So _many_ ponies walking and flying about. She had read about towns full of ponies like this but actually _experiencing_ it was something _completely_ different! She believed the correct word she was looking for was "exhilarating".

Unfortunately, she was so caught up in the sights and sounds of her new surroundings that she failed to notice those same ponies she was so enthralled with were giving her odd looks. After all the citizens of Ponyville have a checkered past with strangers in cloaks. Sure they could end up being nice and a welcome addition to the town like Zecora but they could also be crazed mares looking to take over the town like Trixie. So while Tik Tok blissfully trotted down the street she was met with wary gazes from those around her. Also some scratching their ears as they wondered just where that ticking sound was coming from.

One such pony actually stopped in the middle of his conversation when he heard it.

"My word, do you hear that ticking sound?" the brown earth pony asked as he flicked his right ear. "Is there a clock somewhere nearby I'm unaware of?"

"Oh I'm sure it's nothing Doc," Ditzy Doo waved off.

"I suppose you're right," Dr. Hooves remarked even as he scanned the crowd from the outdoor table the pair were seated at. "Still it's very odd to just randomly hear a clock ticking. Especially one that seems to be...moving."

He narrowed his eyes on the cloaked figure that seemed to be wandering rather aimlessly through the market place. It definitely seemed like the ticking was coming from it.

"A ticking clock the moves. Why does that seem so familiar?" he mused as he scratched his chin.

"Cause somepony's probably moving a grandfather clock," Ditzy answered him. "I used to do it all the time before...um...well let's just say some ponies don't like it when they get damaged during transport," she said with a sheepish grin.

"No I definitely think it's coming from that pony there," he informed her, pointing towards the figure. "I _swear_ I've dealt with something like this before. Even twice before. But I can't quite place my hoof on it." He let out a frustrated sigh and shook his head. "Getting too old. Head's too full of stuff!"

"Oh come on Doc, you're not _that_ old!" the gray mare reassured him.

"Oh you'd be surprised," he remarked with a wily smile before he went back to his daisy and rose pedal sandwich.

Ditzy ignored his cryptic comment as she had gotten used to them by now and instead focused her mismatched eyes on the cloaked figure. While she wasn't sure why the Doc thought this situation was familiar, _she_ was _very_ familiar with the suspicious and cold looks the other ponies were giving the newcomer. It made her cringe slightly as it brought some very unpleasant memories back to the surface. She shook her head to clear them out and resolved that she would talk to this newcomer after she was done here. It was high time that this town stopped being afraid of every new pony or whatever that came trotting in.

While that life affirming moment was happening a few yards away from her, Tik Tok continued to wander around in utter amazement. Eventually her optics settled on a small stand labeled "Heroes of Equestria" that was selling small figurines of Twilight and her friends. She "smiled" then sprinted over to the stand, nearly crashing into it in excitement.

"These are amazing!" she exclaimed as she stuck her face right next to the figurine of Twilight.

"Like 'em, eh?" the burly unicorn behind the table remarked proudly. "Made them all myself. Figured since the Princess of Friendships _and_ the Elements of Harmony are living right here in Ponyville we might as well celebrate the fact. Plus it helps remind folks that they _have_ saved Equestria a few times over. Don't know why ponies keep seeming to forget that."

"How did you make them?" she asked and tilted her head up to face him.

"Well you see I-" he stopped when he finally got a good look at her metallic face and let out a frightened scream before he fell off his stool, nearly knocking the stand down. "M-monster! MONSTER!"

"What? No! I'm just-" Tik Tok started to defend herself when another cry rang out.

"Monster?! Where?!"

"Here! Right here! It tried to attack me!" the stand owner screamed.

"No I didn't!" the robotic pony countered, now turning to the frightened mob that at quickly forming. "I was just talking to him!"

"Then what are you hiding under that hood!" Bon Bon shouted accusingly.

"Yeah!" the crowd cheered out in a chorus.

"It-it's nothing! I'm just...you know...cold?" Tik Tok offered quickly.

"A likely story! Let's find out what she _really_ looks like!" Cloud Kicker exclaimed before she swooped down and stole the cloak off Tik Tok.

A collective gasp rang out from the crowd at the revelation of the metal mare before them.

"I told ya she was a monster!" the stand owner shouted.

"The horror! The horror!" Daisy screamed in her usual melodramatic fashion before fainting, followed naturally by Roseluck and Lily.

"No! No! I...I...I..." Tik Tok tried to defend herself but the word just keep repeating in her voice box.

"Let's run her out of town!" a voice from the mob cried out.

"YEAH!" the rest of them agreed.

Seeing no other alternative, Tik Tok fled as fast her gears would take her away from the scene. Which, it turned out, was actually quite a bit faster than most of the earth ponies and unicorns following her. It was only the Pegasi who seemed to be able to keep up with her and most of them were still keeping their distance out of fear. As they chased her through the rest of town, they passed by Berry Punch who stared after the mechanical mare then looked down at the mug in her hoof before tossing it away.

True to their word the mob chased her to the edge of town where they apparently lost interest. Tik Tok didn't care though and kept running. She wanted to get as far away from them as possible. She wanted to stop this terrible feeling coursing through her. But most of all..she wanted to cry. She now understood _perfectly_ what those emotional scenes in all the books she read were about and the fact that she was physically unable to cry made it seem even worse. Somehow she knew just being able to let it out all might help her. But she couldn't. Instead she ran on her brass hooves until she just couldn't take it anymore and collapsed in a thicket of bushes. At least there it was unlikely that any other pony would find her. The irises to her optics nearly closed all the way in the only form of sadness she could express.

And that's _exactly_ what she felt, utter sadness. Part of her mind knew she should be fascinated by this new development but the rest of it was too busy wallowing in the overpowering emotion. She had just wanted to make friends. To be part of the town. Be part of _something_ outside of the castle walls! But Twilight was correct, they wouldn't accept her. Maybe they _couldn't_ accept her. She was just too different for them to understand. Maybe she was meant to know _only_ Twilight and her friends. Maybe the world just didn't want her to make friends of her own.

"Hello?" a pensive voice rang out.

Tik Tok's head bolted up and she scanned the area, her gears shifting in case she needed to run again

"W-who's there?" she called out cautiously.

"Please, don't be afraid," the voice said again.

"Me afraid?" Tik Tok asked with a tilt of her head. "Shouldn't _you_ be afraid of _me_?"

"I dunno? _Should_ I be?"

"No," she replied, lowering her head. "I just want..."

"A friend?"

"Yes."

"Then I can be your friend," the voice offered.

"Who are you?" Tik Tok asked.

"Hold on."

There was a rustling in the bushes behind her and Tik Tok quickly spun around to prepare herself for whatever may appear. After a few more seconds of rustling sounds, a gray mare finally sprang forward from the bushes and rolled to stop right in front of her. The blonde Pegasus seemed a bit dazed as she sat up and rubbed the back of her head nervously.

"Sorry I got a hoof caught in the bushes back there," she explained.

Tik Tok just stared at this strange mare smiling sheepishly up at her. Once again her mind was split. She knew she _should_ ask her why she wasn't afraid of her and how did she find her and what she wanted but instead she could help but focus on...

"Your eyes," she said softly.

"Yeah," the mare sighed and looked away. "They're...weird I know."

"Not nearly as weird as mine," Tik Tok found herself commenting.

"That's true," the other blonde replied then giggled.

Despite herself, Tik Tok found herself giggling as well. She stopped, however, when another question came to the forefront of her mind.

"Is that why you're not afraid of me?" she asked as she sat down as well.

"Kinda," the mare replied, getting into a much more comfortable sitting position. "I just know what it's like to be treated badly because you're different."

"But you're still not as different as I am. At least you're a real pony," the robot said solemnly.

The mare reached out and touched her shoulder, causing it to give a slight "clink" sound.

"I dunno. You seem pretty real to me," she quipped.

"That's...not what I meant. I mean..." Tik Tok stopped and shook her head. "Nevermind what I meant. I'm just surprised you would want to be around me Ms...?"

A lull formed in the conversation as the Pegasus just stared blankly at her with her walled eyes. They soon widened with realization.

"Oh! Oh I forgot to introduce myself!" she cried out and knocked a hoof against her head. "Sorry I can be a bit absent minded a times. My name's Ditzy Doo!"

"Pleasure to meet you Ditzy Doo, my name is Tik Tok," she greeted back.

"Oooh that's a pretty name!" Ditzy complimented.

"Thank you. Pinkie Pie gave it to me. Do you know her?"

"Of course I know! _Everypony_ in town knows her! She makes sure of that!" she remarked happily. "Plus she makes the best chocolate banana muffins in all of Ponyville!"

"Yes I've seen her bake many extraordinary things," Tik Tok beamed then lowered her head again. "Though I'm unable to actually eat them."

"You mean you've _never_ had a muffin before?!" Ditzy exclaimed in horror. "That _is_ sad!"

"Yes but I don't require food to function. Still from what I've heard it sounds...interesting to try."

"Oh it is! It _really_ is! You gotta figure out a way to eat! There are _so_ many different kinds of muffins I can show you!" she explained, practically salivating at the thought of them.

Tik Tok chuckled. "You really _do_ like muffins, don't you?"

"Oh yes!" Ditzy nodded. "So much so some ponies even think my _name_ is 'Muffins'. Which is a little embarrassing I admit though..." she sighed and lowered her own head. "It's _much_ better than what they _usually_ call me."

"And what is that?"

"'Derpy Hooves'," she said the name bitterly.

Tik Tok tilted her head. "Why would they call you that?"

"Because of this," she pointed to her off kilter eyes, "I get a little...clumsy at times. And...honestly I'm not the smartest mare in town. So when I mess up there's always _some_ pony there to say 'Oh there goes Derpy Hooves, derping it up again'!" She sighed. "I hate it."

"I'm sorry," the metal mare comforted her.

"Thanks," Ditzy replied as she wiped a tear away from her right eye.

She then seemed to perk up again and looked at Tik Tok.

"But that's exactly _why_ I came to talk to you! I saw how the others ran you out of town and it's just not fair for them to do that you because you're...different! I'm tired of ponies around here doing that! I knew you'd be upset so I came to offer my hoof in friendship!"

Tik Tok blinked in her unique way at the comment. The stilted expression on her sculpted face really didn't portray shocked feeling she had at the moment. Thankfully she _was_ able to express her joy in the motion of her mouth lights lighting up at once.

"You mean?! You _really_ want to be my friend?!" she asked in amazement.

"Of course!" Ditzy said proudly.

"Oh thank you! Thank you! Thank you!" Tik Tok blathered as she pulled the Pegasus in for a tight hug that was maybe a bit _too_ much.

"Too...tight! Can't...breathe!" she gasped.

"Sorry!" Tik Tok squeaked and let her go.

"It's fine," Ditzy reassured her after catching her breath. "But there's just _one_ thing I need to know first."

"What's that?"

"What exactly _are_ you?!" she asked, giving the metallic pony another light tap.

Tik Tok laughed at the question. Harder than she had ever laughed before. Something about hearing that question asked so innocently filled her with so much joy.

"I'm a robot," she revealed. "An artificial pony made by Princess Twilight Sparkle."

"Ooooh!" Ditzy nodded. "Yeah that makes sense. She's _always_ inventing stuff. Just like my friend Doctor Hooves!" She paused and tapped her muzzle. "You know I don't know why those two haven't worked together yet. I bet they'd make something _amazing_!"

"I'm sure they would. Twilight is quite the amazing pony," Tik Tok sighed.

"I figure she _had_ to be to go from a normal unicorn to an alicorn princess. And get her own castle!"

Tik Tok winced a bit. "Yes the castle is...nice."

"You've been inside it?!" Ditzy asked then shook her head at her own stupid question. "Wait of course you have, you were made there. That was dumb of me."

"It's alright."

"So what's it like in there?!"

Tik Tok hesitated. "I...would _much_ rather hear about what it's like here in Ponyville."

"Oh well _that_ I can tell you all about! You see..."

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

True to her word, Ditzy _did_ tell Tik Tok all about Ponyville. So much so that the sun was starting to set by the time she had finally finished up. It was a _lot_ of information to take in and most of it was jumbled, second hoof accounts but Tik Tok eagerly listened to every single word. The town seemed just as alive and vibrant as she had imagined. She just hoped that someday she would be accepted by the town's folk so she could take part in this grand adventure known as life.

"...and that's brings us to today and me meeting you," Ditzy concluded.

"Thank you for all of that Ditzy," Tik Tok told her.

"Oh you're welcome! Not many ponies like to hear me talk that much," she confessed. "But now it's late and I _really_ need to go pick up my daughter from the sitter's."

"You have a daughter?" she asked with renewed interest.

"Sure do! Dinky Doo! She's my whole world!" Ditzy proclaimed proudly.

"But...you look so young to be a mother," Tik Tok noted.

"That's...a story for another time," the Pegasus replied a bit nervously. "But I'll be happy to introduce you to her later!"

"I would love to meet her," the metal mare nodded.

"Cool. Then I'll see you around Tik Tok!" she said before she took to the sky.

She gave one final wave to her friend before flying off. Tik Tok waved back then let out a small hum as a form of a content sigh. Meeting the town's folk may not have gone as she expected but she did make one friend and that was worth all the hassle. It was even worth the trouble she knew she'd get into if Twilight found out she was gone. And considering how late it was, she was probably back at the castle by now.

"Well I suppose I'd better get going and be prepared to deal with my punishment," she remarked and stood up.

Before she could take a step, however, the glow of unicorn magic surrounded her and she felt herself lifted up into the air. She panicked at the thought that Twilight had found her and was so angry that she was levitating her without any warning. She was about to explain herself with a voice caught her off guard. An unfamiliar voice.

"What did I tell you brother? If you want to find something weird come to Ponyville!" a cheery, male voice commented.

"You're right brother," the slightly raspy response came. "It was worth the risk of running into those blasted Apples again for this catch. Now our side show attraction will have a tremendous main feature with...whatever this is."

Tik Tok's panic increased. It _wasn't_ Twilight! Or anypony she knew! She was at the mercy of two complete strangers. With all the possibilities speeding through her fast moving mind there was only one thing she could think to do.

"HELP!" she cried out desperately.

 **To Be Concluded...**

 **Author's Notes:** Well seems I've fallen back into old, bad habits of this chapter taking FAR longer than I wanted it to. But to be fair I DID have my Hearts and Hooves Day fic in between the chapters and I've been busy with my video series and work around the house and all sorts of things. Still I'm sorry for the wait and I'll try not to make the conclusion take as long. Though there are a few original writing things I want to get done first before getting back into this.

Also I need to address the Starlight thing. Obviously when I started this chapter it was before the new season started. We all had an idea that Starlight was going to be in the castle but didn't know for sure. So to cover my basis I went ahead and made mention that she's back in her old town to patch things up. Which I still believe needs to actually BE an episode in season six. We can say that this story starts a little after the Crystaling to fudge it into continuity. The rest I'll just make up as I go along. So does this mean that Starlight will be appearing in this fic at the end? Perhaps. After all both she and Tik Tok are just looking to make some friends and I have a feeling Twilight would push that aspect pretty hard with these two.

Course that's if she can wrest Tik Tok away from the clutches of the surprise villains! Can you guess who they are? I think I made it rather obvious but still there's fun to be had in wild random guessing, right?

Well join me next time when I reveal them and what the have planned for the metal mare. And how Twilight plans to get her back!

Til then!


	4. More Than Metal

My Little Pony: Friendship is Magic is owned by Hasbro, The Hub and of course Lauren Faust who seems to have gone out of her way to make a show about pastel colored ponies with names like "Twilight Sparkle" completely awesome. This story is just for fun and no profit shall be made so please above mentioned people don't sue me. You're not gonna get much. Any OCs that pop up in this fic belong to me and can be used with permission. Please don't steal from me. Now with that out of the way, on with the show.

 **The Clockwork Pony**

 **Chapter 4: More Than Metal**

Ditzy hummed cheerfully as she flew across the early night sky. Sure she would to apologize to her foalsitter for being late, again, but this time it was because she made a new and interesting friend. One that she was excited to introduce to Dinky so she could see the strange, wondrous things life had to offer if you just kept an open mind. Unfortunately her good mood was broken by a cry piercing through the night.

"HELP!"

Ditzy stretched her wings wide to catch enough wind to make her stop in mid-air. She then hovered as she took in the scream. It had come from the direction she had just left her new friend and the strange voice _definitely_ sounded like her.

"Tik Tok!" she cried out in concern then spun around and backtracked as fast as her wings would carry her.

When she reached the spot she had just left the metal pony she saw she had been tied up by two male unicorns and was being placed inside a cage. It took her only a second to recognize the stripped shirts and hats of the Flim Flam Brothers, the con ponies who tried to swindle the Apples out of their farm. And tricked Applejack to shill their phony miracle tonic. And _now_ they were trying to foalnap her new friend!

"Hey! Let her go!" she yelled before she began a dive bomb towards them.

Sadly she didn't get very far though, as a well place horn blast from Film struck her directly between the eyes and sent her crashing to the ground. She struggled to get up for a second before falling back down and passing out. When she awoke a few minutes later she found that the brothers, the cage and most importantly Tik Tok were all gone.

"I gotta go tell Princess Twilight!" she said in a worried and rushed tone.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

Just outside the Castle of Friendship, Twilight and Pinkie Pie shared the details of their recent friendship mission with their friends.

"...so then _I_ said 'That's no cake, that's a'-" Pinkie Pie's story was interrupted by a panicked cry.

"Princess Twilight!" Ditzy screamed as she came flying up to the group like a fruit bat out of Tartarus.

She nearly crash landed in front of them and let out a few deep, exhausted breaths as she tried to gather her wits about her.

"Whoa Ditzy, calm down!" Rainbow Dash spoke up as she walked over to the gray mare. "What's going on?"

She let out a few more ragged breaths before finally blurting out, "Tik Tok!"

"WHAT?!" Twilight shouted with wide eyes. "How do _you_ know that name?!"

"I met her today!" Ditzy told her, her breathing becoming normal again.

"That can't be possible," the princess countered. "There's no way she would leave the castle."

"Actually..." a nervous voice brought up from behind them.

They all turned to see Spike standing in the doorway with a guilty look on his face. One that only worsened when Twilight started to glared disapprovingly at him.

"Spike. What's going on?" she asked in a tense voice.

The baby dragon cringed a bit from the "annoyed mother" tone she used. It was unfortunately one he had become accustomed to over the years.

"Well. You see..." he started as he circled his foot on the castle's stoop.

"Spiiiike," Twilight repeated, her tone growing even more annoyed.

"Okay, okay! I told her to just go out and explore the town for a bit! I figured she'd be back before you were and you'd never know! I'm sorry!" he confessed in almost one sorrowful breath before he fell to his knees sobbing.

"Oh poor Spikey Whikey!" Rarity cried in concern as she rushed over to his side.

Twilight continued to glare at her assistant. "Poor Spike" would be right after this was all over. But right now she had much more important matters at hoof. She turned around to face Ditzy again.

"Okay. So Tik Tok left the castle and you said you ran into her, right?" she asked the grey Pegasus.

"Oh yes she's very nice!" Ditzy said with a cheerful clap of her hooves. "It's _amazing_ that you were just able to _build_ her! I always knew you were smart but you must be a genius!"

Twilight didn't even acknowledge the compliment.

"Can you take us to where you saw her last?" she asked urgently.

"Yes," the gray mare responded, her look going more focused.

Twilight nodded back just before the two took to the sky. Without another word, the other six followed them, Rainbow Dash quickly catching up to the two while Fluttershy picked up Spike before trailing behind them. This left Applejack, Rarity and Pinkie Pie to follow the five on the ground.

As she flew, Twilight's mind switched back and fourth between concerned and furious.

 _I can't_ believe _Tik Tok left the castle!_ She thought angrily. _Especially after I expressly told her_ not _to! And this was exactly why!_ Her expression softened. _Fear that other ponies might react harshly to her! Might hurt her! Or...worse._

After dwelling on that unpleasant thought too long, her mind went back to why she was worried in the first place and her eyes narrowed again.

 _Why would she think she could just wander off like that?!_ She cast an irritated glare to Spike where he was held by Fluttershy. The young dragon caught the look and swallowed nervously. _And to think Spike helped her. Oh when this is all over and I'm sure she's safe, I'm going to ground_ both _of them for a month! Maybe two!_

Twilight was snapped out of her thoughts by Ditzy's voice.

"There!" the gray Pegasus called out, "That's where I met her!"

The other Pegasi looked to where she was pointing to find a small clearing within the middle of the thicket of trees.

"Okay. Then we'll go down and start-" Twilight started but was cut off by Rainbow Dash.

"No! _There_!" she called out, pointing just a bit ahead of them.

The other four looked up to another, bigger clearing just at the edge of the wooded area. As usual, Rainbow Dash's sharp eyes picked up something before the others even noticed it. But as they drew closer the site became as clear as day even in the early evening. There was one large red and white stripped tent in the middle of a few smaller ones scattered here and there along with some cages containing some very unhappy looking creatures.

The flyers swooped down to land just as the three running on the ground stepped out of the trees. Applejack narrowed her eyes as she surveyed the area, finding something very familiar about the whole set up.

"Wait a minute. Ah think Ah I know those tents," she muttered, mostly to herself.

Acting on her hunch she walked forward without another word which left the others to follow her in silent confusion. She pulled the flaps of the main tent aside and charged right in. So far the tent seemed pretty sparse but there was a main stage where two familiar pale yellow unicorns in blue striped shirts stood working.

"Ah _knew_ it!" she cried out in anger.

The two stallions' bodies both stiffened in fright of the voice before they slowly turned around to stare at her in shock. That lasted only a few seconds though as the mustachioed glared at his brother.

"And _I_ knew it too!" Flam snapped. "I _told_ you coming back here was a bad idea!"

"We're on the edge of town! How was _I_ supposed to know one of the Apples would find us?!" Flim shot back.

"Because they _always_ find us!"

"Darn tootin! Now what crooked scheme are you two con ponies up to _this_ time?" Applejack demanded as she glared daggers at them.

A look that was shared by her friends as they all filed into the tent. Of course the two weren't strangers to accusatory stares and it only took them a second for them to compose themselves.

"Scheme? Why this is no scheme at all!" Flim replied in his usual carnival barker tone. "This is the beginning of the most unique traveling sideshow in all of Equestria!"

"That's right!" Flam jumped in. "For a mere 5 bits, ponies get to come and see the most exotic, strange and _dangerous_ creatures throughout the land!"

"You mean those poor animals you have locked up in those cages out there?" Fluttershy asked, sharing Applejack's dagger glare.

"'Poor animals'?!" Flam said with fake aghast. "Why my dear those animals would bite your head off as soon as look at you!"

"And you're going to let ponies, most likely _children_ , parade around in front of them?" Rarity questioned. "That doesn't seem like a very safe business practice."

"But it _does_ sound kind of awesome," Rainbow Dash spoke up.

This caused the glaring faces to be turned towards her. She gave a weak smile and shriveled back a bit in defeat.

"Well it does," she muttered as she poked the ground with her hoof.

"Potential animal cruelty aside," Twilight spoke up, right into the brothers' faces. "There's the more serious charge of foalnaping!"

This time the brothers' shock and disgust looked completely genuine.

"Foalnaping?! FOALNAPING?!" Flam bellowed in outrage.

"Those _are_ seriously allocations, _Princess_!" Flim sneered, putting his muzzle right up again Twilight's. "We may have...bent the law before in the past but I can assure you we at _no point_ took part in such a dastardly deed."

"We _do_ have _some_ standards!" Flam added.

"Well _I_ have a witness!" Twilight said trimuphantly as she pointed towards Ditzy.

"Yeah! You took my friend and then knocked me out!" the gray mare stated.

"Ha! Her?!" Flim chuckled and pulled away from Twilight. "Why who's to say she didn't just knock herself out on a tree because of her...impaired vision."

"Hey! I...haven't done that in a while! At least not this week," Ditzy sheepishly defended herself.

"And does _she_ have a witness to say we did such a thing?" Flam asked, standing proudly again. "Because _I_ was there and my brother was there and I don't recall either of us doing anything to her. Do you brother?"

"Not at all brother," the other stallion said with a shake of his head.

"So what it seems we have here is a case of we said/she said. Which usually doesn't hold up well in court," the yellow unicorn finished.

"That's because _you_ have the other witness!" Twilight argued, her nostrils flaring a bit.

"Again you have no proof of that," Flim insisted.

"HELP!" a metallic cry came from the back.

"And what do you call _that_?!" Applejack demanded, pointing a hoof in the direction of the voice.

"That's just some faulty machinery in the back," Flim informed her.

"Faulty machinery my purple flank!" Twilight remarked before she flew forward faster than anypony had seen her.

"Hey you can't go back there! That's for authorize ponies only!" Flam shouted in vain.

With that, all ponies, and one dragon, gathered ran towards a sectioned off area near the back of the tent. Once there, Twilight and her friends were horrified to find Tik Tik sitting in a small cage and looking as scared as her mechanical face would allow. Her eyes quite literally brightened when she saw Twilight.

"Twilight!" she cried out happily but then lowered her head in shame. "I'm sorry. I-I know I shouldn't have left the castle. I just wanted to see the outside world. I didn't mean for this to happen."

"No! No! Shhh. Shhh. It's not your fault," Twilight comforted her in a soothing tune. Right before she snapped her head around to glare death at the Flim Flam Brothers again. "Let. Her. GO!"

"Her? Her?" Flam asked in an incredulous tone. "Brother do you see 'her' in that cage?"

"Not at all brother," Flim replied as he used his magic to pull Twilight away from the cage and stood in between the two. "What _I_ see is a very unique piece of equipment that _we_ found abandoned in the woods."

"She's _not_ a piece of equipment! She's a living pony! That _I_ made!" Twilight growled.

"Oh so you're saying she belongs to _you_ then?" Flam questioned as he moved to stand next to his brother.

"She doesn't belong _to_ me she belongs _with_ me!" the Princess correct.

"With _us_!" Rainbow corrected, standing tall next to her marefriend.

"Yeah!" the other six cheered in unison.

"But I see no markings indicating that she's yours?" Flim noted as he studied Tik Tok's body. "Nope! Seems to be clear of any markings! So given we found her abandoned and that she is clearly _not_ a living pony, then we haven't foalnaped anypony."

"Nor have we willingly stole anything from the Princess of Friendship," Flam interjected.

" _She_ can tell you where she belongs! And it's certainly _not_ in a cage in some sideshow!" Twilight countered, her brow furrowing in anger.

"And who's going to listen to a piece of machinery?" Flim asked. "Just because it _happens_ to make sounds that seem like speech doesn't mean it's alive!"

"Or that it's even saying real words!" Flam added. "For all we know you lot could just be hearing what you want to hear. Do you also hear words when your refrigerator makes noises?"

"Well...sometimes," Pinkie confessed, earning her concerned looks from Fluttershy and Rarity.

"Look it doesn't matter what you say! I'm a _princess!_ I could just _take_ her if I wanted!" Twilight declared, shocking her friends.

"And how would _that_ look?" Flim asked with a slimly smile. "The Princess of Friendship coming in and taking away the main attraction from two hard working ponies' sideshow before it even opened.

"Pfft! Hard workin, right," Applejack muttered.

"I don't think that would make for a good headline, do you brother?" Flam added.

"Nope. Not at all brother," Flim agreed with a sneer towards Twilight.

Twilight froze. They had called her bluff. Technically it _was_ true that she could execute a royal order and just take Tik Tok away from them but it was an incredible abuse of power she didn't want to use. Especially since, once again, they were _technically_ right about all this. As far as anypony else knew Tik Tok _was_ just a piece of machinery. One they were well within their right to keep if they found "abandoned". And for all of her knowledge and book reading, she just couldn't think of a way out of this!

"But...but you can't just take her..." she pleaded in a soft, almost pathetic tone.

"And why not? Just what makes this thing so special to you?" Flam asked with a cocked eyebrow.

"Because she's...she's..." Twilight stammered before the next words practically flew out of her mouth, "SHE'S MY DAUGHTER!"

A round of shocked gasps went through her friends at such a bold statement. The smaller tent area was quiet for several seconds as the weight of those words came crashing down on everypony.

That was until Flim and Flam started to snicker before quickly breaking out into full blown, hysterical laughter.

"Oh well why didn't you say so?!" Film asked condescendingly between laughs. "Not only will we let her go but I'll introduce her to my son the toaster!"

"Or our mother the cart!" Flam added, before laughing loudly again.

The two leaned on each other for support while Twilight's face grew more and more red with anger. She lit up her horn and was about to simply blast them and take Tik Tok back when she felt a hoof on her shoulder. To her surprise it was Rainbow Dash who was shaking her head as a sign for her to stop.

"Me I want to give these guys a good horseshoe to the head too but they're not worth it," she said softly. "And it's just gonna make _you_ look bad."

Twilight let out a frustrated sight and lowered her head as she extinguished her horn.

"I know. But what else can I do?" she asked sadly.

"Nothing!" Flim jumped into their conversation. "Face it Princess unless some higher power comes down and _magically_ declares this thing to be alive, you don't have a hoof to stand on."

Twilight blinked at that statement before a twinkle appeared in her eyes and a mischievous grin spread across her muzzle.

"Spike. Come with me," she spoke in a surprisingly calm voice as she stood proudly again. She also turned to address the rest of the group. "The rest of you stay here and keep an eye on Tik Tok. And especially keep some on _those_ two!" she ordered, pointing to Flim and Flam.

"Where are you going darling?" Rarity asked.

"Back to the castle. I need Spike to take a letter," she explained with an almost devious smile.

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

After a rather tense half-hour of both parties glaring silently at each other, Twilight and Spike _finally_ returned with a rather surprising guest.

"Princess Celestia?!" they all cried out at once.

"It's good to see you all again," the princess said gracefully to Twilight's friends before she tossed an irritated glance towards Flim and Flam. "I just wish it was under better circumstances."

The two con ponies looked at each other and swallowed nervously.

"H-how can we...um...h-help you, your majesty?" Flam barely managed to ask.

"Princess Twilight here says you have something that belongs to her. Something very unique," she stated as she walked over to the cage.

"W-well that's what she _claims_ but-but we don't really know..." Flim stammered.

"From my understanding you _can_ know you just _choose_ not to," she retorted before she kneeled down to look Tik Tok in the eyes. "Hello little one. You _are_ a unique one, aren't you?"

"Are you really Princess Celestia?" Tik Tok asked.

"I am," she said with a small nod.

"Twilight's told me so much about you."

"Funny. She's only told me _some_ about you," Celestia remarked, tossing a sidelong glance to her former student.

Twilight chuckled nervously and pressed her forehooves together. Despite the situation, Celestia couldn't help but smirk a bit at the response. She replaced it with another warm smile as she turned her attention towards Tik Tok again.

"Don't worry. You'll be out of that cage soon enough," she told her with absolute certainty.

"Now-now wait just a minute here!" Flam spoke up, finding his bravado again. "It's like we told Princess Twilight, you royals can't just come in here and take what you want!"

"Actually we can," Celestia clarified, standing to her full height again. "It's part of what being a _royal_ means. I don't like to do that though as it's generally what _bad_ royals do. But for certain cases I will make the occasional exception. Guess which one this is," she finished with a smirk.

"We'll get the press! Then Equestria will see their loving leader isn't so generous after all!" Film spoke up, standing next to his brother.

"And who do you think they're to believe? The 'loving leader' that's kept them safe for over a thousand years or two con ponies who have been run out of the same small town twice now," she countered, still with the same smirk on her face.

"By the same family no less!" Applejack added.

For once the two stallions found themselves at a loss for words. Although it didn't last too long. At least not for Flim.

"This...this isn't right!" he protested.

Celestia's smirk turned into a frown and her brow furrowed.

"What wasn't right was me having to send my sister to the moon when she threatened all of Equestria as Nightmare Moon," she recalled. "I take it you've heard that story, yes?"

They both nodded.

"Good. Because I want you to understand that was one of the hardest decisions I had to make in my long, long life. It broke my heart to do so but I knew it _had_ to be done. I want you to understand, I did that while I was sad. You understand, correct?"

Again they nodded.

"Excellent!" she said a bit _too_ cheerfully. "Now if I could find it myself to send my sister to the moon while sad, imagine what I could do to two con ponies while I'm annoyed."

The pair blinked, looked at each, blinked again and then looked back to Celestia. A second later Flim lit up his horn to magically open the cage while Flam used his magic to float Tik Tok over to Twilight.

"She's yours!" the cry out in unison before running out of the tent at full gallop.

"Let's get as far away from here as we can brother!" Flam suggested.

"I hear Las Pegasus is nice this time of year brother!" Flim commented.

Of course the short conversation went unheard by the rest of the ponies in the tent as they were too busy celebrating having their most unusual member back. Well, except for Applejack who was having too much fun watching those two flee in terror.

"Don't come back for a very long time now! Or ever!" she called after them.

She turned back around to join in the festivities and saw that Twilight had Tik Tok in the tightest hug any pony could manage. Even Pinkie Pie!

"I'm so glad you're safe!" Twilight exclaimed while openly crying.

"I'm sorry. I'm sorry. I'm so sorry," Tik Tok kept repeating, wishing at the moment she could cry as well. "I know I shouldn't have left the castle. I was just feeling so cramped in there."

"I know. It's my fault too. I shouldn't have locked you away. I just couldn't think of how to explain you to other ponies. I was so afraid of what might happen if they saw you. I just didn't want you to get hurt," she explained, still holding her creation close.

"Am...am I really your daughter?" the metal mare asked tentatively.

Twilight paused for a moment then pulled back so she could look Tik Tok directly in her brightly illuminated eyes.

"Yes. Yes you are," she reaffirmed.

"That's a bold statement to make," Celestia cautioned her. "Are you sure you're ready for such responsibility Twilight?"

"Honestly? I don't know. But I _did_ raise Spike so I have _some_ experience in it," Twilight said as she looked affectionately over at Spike. Just before a playful smirk appeared on her face. "Plus I know Tik Tok won't secretly eat all the ice cream while I'm away."

Spike laughed nervously while pressing the tips of his index claws together in a manner that perfectly mirrored Twilight's own embarrassed action earlier.

Celestia chuckled at them. "And you did a wonderful job with him. But this Tik Tok seems like she has her own...special needs."

"Yeah like how do we keep stuff like this from happening again," Rainbow Dash asked, earning her a quick jab in the ribs from Applejack. "What?! It's a good question!"

"It is," Twilight nodded then looked up at Celestia. "And something Flim said gave me an idea but I'm going to need your help with it princess."

"I think I may already know what you have in mind princess," Celestia winked at her. "And I think we can get this taken care of quite easily."

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

"Quite easily" turned out to be a bit of an understatement. Just the next day Celestia had met with Mayor Mare and the rest of town hall to pass a special decree. And by that afternoon the mayor called for a special town meeting just outside of the town hall building. While Mayor Mare stood behind a podium to address the crowd, Twilight, her friends, Princess Celestia and of course Tik Tok stood on the stage behind her.

"At the last Equestria Games, three fillies gave a beautiful speech about what makes Ponyville great and how it's a community for all three pony races. And since that time we have made it one for all _four_ pony races with Twilight's ascension into Aliconhood."

A massive cheer and chants of "Princess Twilight" erupted from the crowd, causing Twilight to blush and wave sheepishly to the crowd.

"Well now we have the honor and privilege to be the first town in Equestria to welcome the first mechanical pony!" the mayor continued. "By royal decree of Princess Celestia herself, I, Mayor Mare of Ponyville, declare Tik Tok to be a full citizen granting the rights and privileges due to her! Please take a bow Tik Tok!"

Tik Tok did as she was instructed, taking a very uneasy bow as the crowd cheered. It amazed her that just yesterday a number of these ponies were frightened of her for being different. But just a few words from Princess Celestia and the mayor and now they had accepted her. She was sure there were still some that _wouldn't_ accept her and she would deal with that in time. For right now she simply felt overjoyed at the thought of being able to walk the streets of Ponyville and be treated like any other living, breathing pony. From above the crowd she could see Ditzy hovering with Dinky perched on her shoulders. Her friend gave her a quick wink of her mismatched eyes which Tik Tok returned with a quick shutter flash of her own.

She was pulled back into the moment of being on stage when she felt Twilight run over and hug her. An action soon followed by the rest of her friends. When the cheering had died down some she turned towards Princess Celestia.

"Thank you so much for this princess," Tik Tok said with a bow towards her.

Celestia smiled then reached down with a forehoof to pull her back up to her brass hooves.

"You're very welcome Tik Tok," she replied. "Though some may try to deny it out of fear and confusion, you are every bit a living being as the rest of us and deserve to be treated as such. I only wish your _mother_ would have told me about you sooner so we could have avoided this whole mess."

She gave a pointed look at Twilight who rubbed the back of her head in response.

"You're going to enjoy rubbing that in, aren't you?" she asked flatly.

"Oh yes," Celestia smirked. "Especially since I'm still not sure how many other ponies you told before you told me."

"Well..." Twilight flustered a bit. "I can say with one hundred percent accuracy that beyond my friends I didn't tell any _pony_ else about Tik Tok before this event occurred."

Celestia furrowed her brow at the very specific way Twilight said that statement.

"Twilight. What did you do?" she prodded.

"Weeellll..."

( - ) ( - ) ( - ) ( - ) ( - ) ( - )

In another world, another Twilight was having problems of her own. Specifically the fact her supposed friends were keeping her away from the scientific discovery of a lifetime! One tied directly to the other discovery of a realm full of magical talking ponies! One that she could visit anytime just by going through the mirrored base of Canterlot High's statue. If only they weren't literally holding her back!

"Let me go! Please let me go! I just want to see it once! Just for a few minutes! That's all I promise!" she screamed desperately as she wildly kicked her legs to try to break out of the grip Sunset had on her arms.

"I told you you're not seeing the robot! And we're not leaving you and the other Twilight alone anymore!" Sunset reprimanded her through gritted teeth as she struggled to hold on. "Somebody get her legs!"

"We're tryin'!" Applejack called out as she barely avoided another flailing foot. "But she's kicking harder than a prized bull at a rodeo!"

"Can you cut the countryisms and just grab her?!" Rainbow Dash snapped as she tried to snatch Twilight's other foot.

"I don't you see you doing much better!" Applejack shot back.

"Should… should we do something to help them?" Fluttershy asked where she, Rarity and Pinkie stood on the sidelines.

"Honestly I think anymore hands in there would just make a mess of things," Rarity remarked.

"Besides this is _so_ much fun to watch! I got ten bucks on Twilight!" Pinkie giggled.

"Keep that up and you'll be next Pinkie!" Sunset shouted as her.

"Gotcha!" Rainbow cheered as she _finally_ grabbed a hold of the purple girl's foot.

"Ha!" Applejack added as she caught her prey as well.

"Good! Now let's get her out of here!" Sunset ordered.

"No! Come on! This isn't fair! The other Twilight gets to come over here as much as she likes!" Twilight protested, her struggling slowly winding down.

 _Yeah and she is_ so _gonna pay for this the next time she does,_ Sunset thought irritably.

 **The End...for now.**

 **Author's Notes:** So this should have been done MONTHS ago! But unfortunately, my two video series over on YouTube, summer work schedule, yard work and Pathfinder game kept getting me distracted. Then when I DID try to write I just had plain old writer's block. Still I'm sorry for everyone who was waiting for this final chapter to come out. Of which I'm sure there are five.

But yes the story is _finally_ complete! Well...kinda. There's one more scene I want to do to tie it into season five a bit more but that's more of an epilogue. One I'll try to write up and get posted sometime this week. For now though I hope you've enjoyed this crazy story of a robotic pony trying to find her place in the world.

And yes I know having Celestia come in and solve the issue is a BIT of a cop out, but come on, why WOULDN'T Twilight go to her for something like this? Plus it let me homage the ending to Short Circuit 2 like I wanted. Great movie, you should check it out.

Now I MIGHT be back with more of Tik Tok later but I'm not sure now. Like I said, videos keep me pretty busy and there's my own original stuff I want to work on too and plenty of other pony ideas floating around in my head. Mostly for Equestria Girls stuff.

So basically...I'll see ya when I see ya!


	5. Epilogue

My Little Pony: Friendship is Magic is owned by Hasbro, The Hub and of course Lauren Faust who seems to have gone out of her way to make a show about pastel colored ponies with names like "Twilight Sparkle" completely awesome. This story is just for fun and no profit shall be made so please above mentioned people don't sue me. You're not gonna get much. Any OCs that pop up in this fic belong to me and can be used with permission. Please don't steal from me. Now with that out of the way, on with the show.

 **The Clockwork Pony**

 **Epilogue**

Starlight Glimmer walked slowly through dark, crystalline hallways of Twilight's castle. She still wasn't quite used to the layout of this place and she doubted she ever would be. Heck she was lucky Twilight took as long as she did getting back from Canterlot or her "dramatic villain reveal" could have been _quite_ embarrassing.

Of course being away a few days after _just_ getting settled in didn't help matters either. She _still_ couldn't believe that Twilight was willing to take her on as her pupil after everything she did. Or that the ponies of her old town were so easy to forgive her. It _should_ have been a great weight lifted off her shoulders but instead it just felt like a _little_ bit of weight had been taken off. There was still a _lot_ of guilt hanging over her and she highly doubted it was going to leave anytime soon. Or if she even had the _right_ to get over it. Maybe feeling this way was her _true_ punishment. At least _that_ she deserved!

 _But can't give into that now,_ she told herself. _Come on Starlight, get your happy face on. If you show up all mopey Twilight is going to want to talk to you about it and I am definitely_ not _in the mood for that right now. Maybe if I'm lucky she's come up with some new spell or something while I was away and I can use that as a distraction._

She nodded in confidence of that thought but some of it drained away when she reached the door to the library. After not finding her in the map room, Starlight figured this was the second best place to look. Of course now she was wishing she had found herself a bit _more_ lost. She took a few deep breaths to push back her rising nerves then pushed the door open.

"Twilight!" she called out. "Are you in here? It's me Starlight! I'm back!"

She quirked an eyebrow at not hearing a response and for half a second she thought of just turning back and trying another room in the castle but something drove her forward.

"Everything went well in my village!" she continued then softly added. "For the most part." Louder she said, "I got a new hairdo too! What do you think?!"

Again she received no direct answer but as she walked further into the library she could hear Twilight murmuring about...something, as well as a rhythmic ticking sound.

"Twilight, did you get a clock while I was away?" she asked in confusion. "I mean I guess that fits the overall feel of the library but don't you think that's a bit much?"

She continued to follow the ticking sound until she finally came upon Twilight near the other end of the library. Just as she thought, the alicorn princess had been talking to somepony, or somedragon considering she thought it was Spike, and that was probably why she didn't answer her before. But as drew closer Starlight couldn't see Spike anywhere. All she could see was Twilight and some...metal _thing_ in the shape of a pony!

"AAAAAHHH!" she cried out in shock and jumped back.

The sudden scream caused both Twilight and Tik Tok to cry out as well. When Twilight spun around towards the source of the screaming she saw Starlight standing there with a panicked look on her face and her horn lit up with magical energy.

"Twilight get back! Some... _thing_ is attacking you!" she warned, glaring daggers into the metal monstrosity.

"Danger! Danger!" Tik Tok shouted as she cowered behind Twilight. "Please do not hurt me!"

"Calm down both of you!" Twilight shouted as she stretched her wings between the two.

For a moment the library was filled with the sounds of Starlight's heavy breathing and charged up horn and the steady ticking of Tik Tok's mechanical heart. After several tense seconds, Starlight finally let out a heavy sigh and powered down her horn.

"What...what _is_ that thing?!" she asked, pointing a hoof to the metal pony behind Twilight.

" _She_ is not a _thing_!" Twilight corrected her new pupil bitterly. " _She_ is Tik Tok and...well...I made her!"

Starlight blinked in confusion.

"You... _made_ her?" she repeated. "What do you mean you _made_ her?!"

"Exactly what I said," the princess remarked firmly. "I took a spell Star Swirl came up with as well as an idea from a...friend and with a bit of love, sweat, tears and luck I made a mechanical pony!"

"And you named her Tik Tok?" the pink unicorn asked flatly.

"Actually that was more Pinkie's idea."

"Well _that_ figures," Starlight scoffed then looked back at Tik Tok. "So...is she...alive?"

"Yes. I am quite alive," Tik Tok answered for herself. "And I quite like my name."

Starlight continued to stare at her for a few seconds before she turned her attention to Twilight.

"Does...anypony else know about her?" she asked hesitantly.

"Actually the whole town knows about her. _Now_ ," Twilight said, giving a pointed look at Tik Tok at the last word.

The metal pony bowed her head and rubbed her brass hoof on the floor, producing a slight ringing sound.

"I...I said I'm sorry," she mumbled.

"I know sweetie," Twilight gave her a comforting hug. "I just don't want to see you get hurt again."

"I know mom. I know."

Starlight was completely lost. But there was one word in that exchange that stood out to her.

"Wait...MOM?!" she shrieked.

"Technically...yes I _am_ Tik Tok's mother," Twilight said in a slightly embarrassed tone. "Although I'm still getting used to the idea of being called that."

"I...I think I need to sit down," the overwhelmed unicorn remarked as she placed a hoof on her forehead.

"Yeah why don't we head over to one of the couches and I can explain the whole thing to you," Twilight suggested as she moved over to help keep Starlight on her hooves.

"Yes please," the pink mare requested. She looked back at Tik Tok then back to Twilight. "Does...does she know who I am?"

"I believe you're Starlight Glimmer, the new student to my mother and one time dictator of a small village where you took everypony's Cutie Mark in the effort to make them all equal and thus better friends. Then when Twilight and her friends stopped you, you swore revenge before running off to start planning said revenge. Revenge which came in the form of you altering an old time travel spell of Star Swirl The Bearded so you could go back in time and make sure the Sonic Rainboom that united Twilight and her friends never happened. Thus creating multiple different timelines where some villains previously defeated by the Elements of Harmony took over Equestria in some horrible fashion. You then showed Twilight _why_ you hated Cutie Marks and she was, in turn, able to convince you to try to be her friend and later her pupil. Hence saving the timeline and eventually bringing us to this moment," Tik Tok recited.

Starlight blinked.

"You know, a simple 'yes' would have done just as well," she snarked then looked over at Twilight. "Did you _have_ to tell her all that?"

"Well considering you're _both_ going to be living here and be big parts of my life, yes, yes I did," Twilight remarked in a rather cool manner.

"Fine. But could you _please_ not just tell _anypony_ about my past?" Starlight pleaded. "I'm not exactly proud of it."

"I know. And I'm sorry, you're right. It's up to _you_ to let ponies know about your past or not," she said but then stood in front of Starlight so she could look her in the eye. "But you can't let your past mistakes define you. You can move forward and be better than them. I know it's hard but just remember, your past is not today."

Starlight smiled a bit. "That's kind of corny but it's good advice. Thanks Twilight."

"You're welcome," Twilight nodded them smiled a bit sheepishly. "Though to be honest...I kinda got that from another friend?"

"Really?" Starlight asked with a quirked eyebrow. "No offense, but I don't see any of your other friends saying something like that."

"That's because they didn't. This was a...special friend and… well it's kind of a long story," the princess remarked.

Starlight was about to ask about it but then paused and looked back at Tik Tok.

"I think I can only take _one_ long story for today," she commented then turned fully to look at the metal pony. "And right now I'm _far_ more interested in you."

"I'm...honored?" Tik Tok said unsurely.

"She's _not_ an experiment Starlight," Twilight warned, noticing a familiar gleam in the unicorns' eyes. "Not anymore."

"I know, I know!" she sighed with a roll of her eyes. "But now that I'm over my initial shock, I'm just _really_ curious how you were able to do all this."

"And I'm going to tell you about that just as soon as we sit down," the alicorn remarked as she pointed a wing towards one of the couches in the room.

Starlight was about to sit down when a low rumbled suddenly filled the room. She gave an embarrassed grin as she quickly realized it was her stomach.

"Or...maybe you could tell me over a bite to eat?" she laughed sheepishly.

Her stomach wasn't alone in its growl though as Twilight's soon joined in as well.

"That sounds like a good idea," she agreed then looked towards her surrogate daughter. "Tik Tok, do you want to join us?"

"Well I don't require food but I would _love_ to get to know a new friend!" she replied enthusiastically.

"Heh heh friend. Right," Starlight laughed uneasily at the word.

 _Something tells me my life is about to get a_ lot _more complicated,_ she thought.

 **The End**

 **Author's Notes:** And then season six happened! Yeah considering I started this fic not long after season five ended, I feel kinda of bad it took me this long to _actually_ finish it! Although part of that _was_ due to the early release of season six and the other part was getting wrapped up in videos and stuff. But since I do want this to _kinda_ take place within the show I went ahead and added a reference to Starlight earlier in the fic and this epilogue here is just a way to pay that off.

Now if I wanted to be full of myself, I could say that part of Starlight's absence from the season was that she was doing other stuff with Tik Tok elsewhere in the castle while Twilight and co were off having adventures and stuff. Oh and of course Spike cause that's one dynamic I really liked from this past season. I kinda have some ideas to do stories with Tik Tok and Starlight interacting but I'm not entirely sure yet. Heck I'm kinda debating doing my own version of the finale that puts her in there. Cause I don't think the Changelings could change into THAT. Or if they could, they'd probably be REALLY bad at it!

Oh well. Musings for another time. For now I hope you enjoyed this strange little story of mine.


End file.
